10A-2A-8.31
Section 10A-2A-8.31 Standards of liability for directors. Notwithstanding Division C of Article
3 of Chapter 1: (a) A director shall not be liable to the corporation or its stockholders
for any decision to take or not to take action, or any failure to take any action, as a director,
unless the party asserting liability in a proceeding establishes that: (1) no defense interposed
by the director based on (i) any provision in the certificate of incorporation authorized
by Section 10A-2A-2.02(b)(4) or by Section 10A-2A-2.02(b)(6), or (ii) the protection afforded
by Section 10A-2A-8.60, precludes liability; and (2) the challenged conduct consisted or was
the result of: (i) action not in good faith; or (ii) a decision (A) which the director did
not reasonably believe to be in the best interests of the corporation, or (B) as to which
the director was not informed to an extent the director reasonably believed appropriate in
the circumstances; or (iii) a lack of objectivity due to the...
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10A-2A-8.51
Section 10A-2A-8.51 Permissible indemnification. (a) Except as otherwise provided in this section,
a corporation may indemnify an individual who is a party to a proceeding because the individual
is a director against liability incurred in the proceeding if: (1) (i) the director conducted
himself or herself in good faith; and (ii) the director reasonably believed: (A) in the case
of conduct in an official capacity, that his or her conduct was in the best interests of the
corporation; and (B) in all other cases, that his or her conduct was at least not opposed
to the best interests of the corporation; and (iii) in the case of any criminal proceeding,
the director had no reasonable cause to believe his or her conduct was unlawful; or (2) the
director engaged in conduct for which broader indemnification has been made permissible or
obligatory under a provision of the certificate of incorporation (as authorized by Section
10A-2A-2.02(b)(5)). (b) A director's conduct with respect to an...
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23-1-170
Section 23-1-170 Purpose and construction of article. It is the intention of the Legislature
by the passage of this article to authorize the incorporation of a public corporation for
the following purposes: (1) To issue bonds to assure the availability of funds for payment
of the state's share of the cost of constructing roads and bridges as shall from time to time
be constructed with funds supplied jointly by the state and federal government; and (2) To
construct and maintain, or participate in the construction and maintenance, or lend its aid
in construction and maintenance or contract for construction and maintenance of roads and
bridges in the State of Alabama, as well as the approaches thereto, including the reconstruction
and relocating of approaches, causeways and like or other highway facilities which may, from
time to time, be constructed and maintained with funds to be supplied jointly by the state
and federal government, together with work incidental and related thereto,...
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11-101A-6
Section 11-101A-6 Board of directors. (a) Each corporation shall be governed by a board of
directors composed of the number of directors provided in the certificate of incorporation
as most recently amended. Unless provided to the contrary in its certificate of incorporation,
all powers of the authority shall be exercised by the board or pursuant to this authorization.
Subject to the provisions of subdivision (8) of subsection (b) of Section 11-101A-4, the board
shall consist of directors having those qualifications, being elected or appointed by that
person or persons, including, without limitation, the board itself, one or more authorizing
subdivisions, or other counties and municipalities, and other entities or organizations and
in the manner, and serving for the terms of office, all as shall be specified in the certificate
of incorporation of the authority. Notwithstanding the foregoing, no fewer than a majority
of the directors shall be elected by the governing body or bodies of...
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10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
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11-99B-5
Section 11-99B-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district may at any time and from time to time
be amended in the manner provided in this section. (b)(1) The board shall first adopt a resolution
proposing an amendment to the certificate of incorporation which shall be set forth in full
in the said resolution and which amendment may include, without limitation: a. A change in
the name of the district. b. The addition to the project or projects of the district of a
new project or projects and the proposed location thereof. c. Any matters which might have
been included in the original certificate of incorporation, or any change in any such matters.
(2) If any proposed amendment would add any new county, municipality, or public corporation
as a member of a district, such proposed amendment shall include, in addition: a. Provisions
for election of at least one director by the governing body of each such...
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11-50-324
Section 11-50-324 Applicability of provisions of Sections 11-50-230 through 11-50-273 and Sections
37-4-60 through 37-4-65. No corporation provided for in this article shall hereafter be organized
or incorporated under the provisions of Sections 11-50-230 through 11-50-241, as amended;
but corporations already in existence and organized or incorporated under said sections or
under said sections and Sections 11-50-260 through 11-50-273, as amended, shall continue in
existence and shall continue to have and exercise all powers, authorities, rights, privileges,
franchises, functions, and duties, subject to the restrictions and limitations provided for
in said sections, as amended, except that such corporations by amending their certificates
of incorporation as provided in this article may come under and be governed and controlled
by all provisions of this article as fully as if originally incorporated under this article.
Nothing in this article shall be construed as repealing any section...
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11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District
management corporations provided for in this article shall be incorporated under the Alabama
Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner
consistent with that law. (b) To qualify for designation by ordinance to manage a self-help
business improvement district, the articles of incorporation of a proposed district management
corporation shall provide all of the following: (1) That a board of directors shall manage
the property, business, and affairs of the corporation. (2) The names and addresses of the
initial members of the board of directors. (3) That the initial members of the board shall
be divided into three groups which are as equal in number as is possible, that those groups
will serve for initial terms of one, two, and three years respectively, and that all directors
thereafter elected by the board of directors shall serve for a term of...
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11-95-6
Section 11-95-6 Board of directors of corporation; election; terms of office; qualifications;
vacancies; expenses; impeachment. Each corporation shall be governed by a board of directors.
All powers of the corporation shall be exercised by the board or pursuant to its authorization.
The board shall consist of five directors. One director, the alternating director, shall be
elected initially by the governing body of the authorizing municipality and thereafter alternately
by the governing bodies of the authorizing county and the authorizing municipality. Two directors
shall be elected by the governing body of the authorizing county and two directors shall be
elected by the governing body of the authorizing municipality. The initial term of office
of the alternating director shall begin immediately upon his election and shall end at 12:01
o'clock, A.M., on the third January 1 following the date of filing of the certificate of incorporation
of the corporation. Thereafter, the term of...
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11-97-4
Section 11-97-4 Incorporation procedure; contents, execution, and filing of certificate of
incorporation. (a) Within 40 days following the adoption of an authorizing resolution the
applicants shall proceed to incorporate a corporation by filing for record in the office of
the judge of probate of the county or one of the counties in which the determining subdivision
is located a certificate of incorporation which shall comply in form and substance with the
requirements of this section and which shall be in the form and executed in the manner herein
provided. (b) The certificate of incorporation of the corporation shall state: (1) The names
of the persons forming the corporation, and that each of them is a duly qualified elector
of the determining subdivision; (2) The name of the corporation [which shall be "The
Governmental Utility Services Corporation of ___," with the insertion of the name of
the determining subdivision (which name may include additional wording identifying...
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