10A-2A-6.26
Section 10A-2A-6.26 Uncertificated interests. (a) Unless the certificate of incorporation or
bylaws provide otherwise, the board of directors of a corporation may authorize the issuance
of some or all of the shares of stock of any or all of its classes or series without certificates.
The authorization does not affect shares of stock already represented by certificates until
they are surrendered to the corporation. (b) Within a reasonable time after the issuance or
transfer of shares of stock without certificates, the corporation shall comply with the notice
requirements of Section 10A-1-3.45. (Act 2019-94, §1.)...
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10A-2A-7.09
Section 10A-2A-7.09 Remote participation in stockholders' meetings; meetings held solely by
remote participation. (a) Stockholders of any class or series of stock may participate in
any meeting of stockholders by means of remote communication to the extent the board of directors
authorizes participation for that class or series. Participation as a stockholder by means
of remote communication shall be subject to guidelines and procedures as the board of directors
adopts, and shall be in conformity with subsection (b). (b) Stockholders participating in
a stockholders' meeting by means of remote communication shall be deemed present and may vote
at that meeting if the corporation has implemented reasonable measures: (1) to verify that
each person participating remotely as a stockholder is a stockholder; and (2) to provide stockholders
participating remotely a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity...
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44-3-5
Section 44-3-5 Corporations to be governed by boards of directors; selection and meetings of
boards of directors. Such corporation shall be governed by a board of directors selected from
member counties or municipalities, as the case may be, as may be specified in the bylaws of
the corporation. The board of directors shall hold regular quarterly meetings and such meetings
as may be called from time to time by the chairman of the board who shall be selected in accordance
with procedure as outlined in the bylaws. The annual meeting of the corporation shall be held
in conjunction with the last board of directors meeting in the calendar year. (Acts 1978,
No. 620, p. 880, §5.)...
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10A-2A-17.06
Section 10A-2A-17.06 Rights of action. (a) Except in a proceeding authorized under Section
10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in
the right of the corporation pursuant to subsection (b), may bring an action or assert a claim
with respect to the violation of any duty applicable to a benefit corporation or any of its
directors under this article. (b) Except for a proceeding brought under Section 10A-2A-17.05(c),
a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable
to a benefit corporation or any of its directors under this article: (1) must be brought in
a derivative proceeding pursuant to Division D of Article 7 of this chapter; and (2) may be
brought only by a stockholder of the benefit corporation that at the time of the act or omission
complained of either individually, or together with other stockholders bringing such action
collectively, owned directly or indirectly at least five percent...
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10A-2A-7.23
Section 10A-2A-7.23 Stock held by intermediaries and nominees. (a) A corporation's board of
directors may establish a procedure under which a person on whose behalf stock is registered
in the name of an intermediary or nominee may elect to be treated by the corporation as the
record stockholder by filing with the corporation a beneficial ownership certificate. The
terms, conditions, and limitations of this treatment shall be specified in the procedure.
To the extent that person is treated under those procedures as having rights or privileges
that the record stockholder otherwise would have, the record stockholder shall not have those
rights or privileges. (b) The procedure must specify: (1) the types of intermediaries or nominees
to which it applies; (2) the rights or privileges that the corporation recognizes in a person
with respect to whom a beneficial ownership certificate is filed; (3) the manner in which
the procedure is selected which must include that the beneficial ownership...
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22-21-174
Section 22-21-174 Incorporation - Certificate of incorporation - Amendment. The certificate
of incorporation of any public corporation incorporated under this article may, at any time
and from time to time, be amended in the following manner: (1) The board of directors of the
corporation shall adopt a resolution setting forth the proposed amendment, which may include
any proposed change in the name of such corporation, the inclusion of another municipality
or municipalities as members thereof (provided each of such other municipalities is located,
in whole or in part, in the county which is a member of the corporation) and any matter which
might originally have been included in the certificate of incorporation. (2) If the governing
body of the county and of each other member of the corporation and the governing body of each
municipality, if any, which it is proposed shall be added as a member of the corporation shall
by resolution consent to such proposed amendment, the chairman and...
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27-44-11
Section 27-44-11 Duties and powers of commissioner; appeal and review; notification. In addition
to the duties and powers enumerated elsewhere in this chapter: (1) The commissioner shall:
a. Upon request of the board of directors, provide the association with a statement of the
premiums in the appropriate states for each member insurer. b. When an impairment is declared
and the amount of the impairment is determined, serve a demand upon the impaired insurer to
make good the impairment within a reasonable time. Notice to the impaired insurer shall constitute
notice to its shareholders, if any. The failure of the insurer to promptly comply with such
demand shall not excuse the association from the performance of its powers and duties under
this chapter. c. In any liquidation or rehabilitation proceeding involving a domestic insurer,
petition the court of competent jurisdiction to have the chief of the receivership division
appointed as the liquidator or rehabilitator. If a foreign or...
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37-7-6
Section 37-7-6 Board of directors - Powers. The board shall have power to do all things necessary
or convenient in conducting the business of a corporation, including but not limited to: The
power to adopt and amend bylaws for the management and regulation of the affairs of the corporation;
the bylaws by a corporation may make provisions, not inconsistent with law or its certificate
of incorporation, regulating the admission, withdrawal, suspension or expulsion of members;
the transfer of memberships; the fees and dues of members and the termination of memberships
on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications,
terms of office, official designations, powers, duties and compensation of its officers; defining
a vacancy in the board or in any office or the manner of filling it; the number of members,
not less than 20 percent, to constitute a quorum at meetings, the date of the annual meeting
and the giving of notice thereof and the holding of...
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22-21-55
Section 22-21-55 Dissolution. Any hospital association organized under the provisions of this
article may be dissolved, in the manner prescribed in this section if, at the time of such
dissolution, it owns no property and has no indebtedness outstanding and if it is not, at
the time, designated as the agency of a county to acquire, construct, equip, operate and maintain
public hospital facilities. Such dissolution shall be effected by the filing in the office
of the Secretary of State of a certificate of dissolution, signed by all the then living directors
of such hospital association. (Acts 1961, No. 67, p. 87.)...
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27-42-10
Section 27-42-10 Duties and powers of the commissioner; judicial review. (a) The commissioner
shall: (1) Notify the association of the existence of an insolvent insurer not later than
three days after he receives notice of determination of the insolvency. The association shall
be entitled to a copy of any complaint seeking an order of liquidation with a finding of insolvency
against a member company at the time that such complaint is filed with a court of competent
jurisdiction. (2) Upon request of the board of directors, provide the association with a statement
of the net direct written premiums of each member insurer. (b) The commissioner may: (1) Require
that the association notify the insureds of the insolvent insurer and any other interested
parties of the determination of insolvency and of their rights under this chapter. Such notification
shall be by mail at their last known address, where available, but if sufficient information
for notification by mail is not available, notice...
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