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10A-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative voting. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless otherwise provided in the articles of incorporation, directors are elected by a majority
of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum
is present when the vote is taken. (b) Shareholders do not have a right to cumulate their
votes for directors unless the articles of incorporation so provide. (c) A statement included
in the articles of incorporation that "[all] [a designated voting group of] shareholders
are entitled to cumulate their votes for directors," or words of similar import, means
that the shareholders designated are entitled to multiply the number of votes they are entitled
to cast by the number of directors for whom they are entitled to vote and cast the product
for a single candidate or distribute the product among two or more...
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10A-2-8.05
Section 10A-2-8.05 Terms of directors generally. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The terms
of the initial directors of a corporation expire at the first shareholders' meeting at which
directors are elected. (b) The terms of all other directors expire at the next annual shareholders'
meeting following their election unless their terms are staggered under Section 10A-2-8.06.
(c) A decrease in the number of directors does not shorten an incumbent director's term. (d)
The term of a director elected to fill a vacancy expires at the next shareholders' meeting
at which directors are elected. (e) Despite the expiration of a director's term, he or she
continues to serve until his or her successor is elected and qualified or until there is a
decrease in the number of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.05; amended
and renumbered by Act 2009-513, p. 967, §116.)...
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10A-20-2.01
Section 10A-20-2.01 Incorporation. (a) The members of any church, conference of churches, religious
society, educational society, benevolent, monument, or burial society, patriotic society,
societies for the purpose of nature study or scientific research, society for establishing
public parks or places of public recreation, societies for promoting knowledge, promoting
arts, or promoting sciences, societies for purposes of like kind or the owners of a graveyard,
or the trustees of any of the foregoing churches, conferences, institutions, or societies
elected by the organization, or organizations, of the church, conferences, institution, association,
or society desiring to become incorporated, shall adopt a resolution signifying the intention
and elect not less than three trustees. (b) The trustees shall, within 30 days after their
election, deliver to the Secretary of State for filing, a certificate stating the corporate
name selected, the names of the trustees, and the length of time...
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10A-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation
shall be managed and conducted by a board of directors, a president, a vice-president, a secretary,
a treasurer, and other officers and agents as the corporation by its bylaws shall authorize.
The board of directors shall consist of a number not less than 15 nor more than 21, as shall
be determined in the first instance by the incorporators and thereafter annually by the members
and the stockholders of the corporation. The board of directors may exercise all the powers
of the corporation except such as are conferred by law or by the bylaws of the corporation
upon the stockholders or members and shall choose, or appoint, all the agents and officers
of the corporation and fill all vacancies except vacancies in the office of a director, which
shall be filled as provided in this section. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual...
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10A-5-2.02
Section 10A-5-2.02 Supplemental Provisions required in the certificate of formation. REPEALED
IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. In addition to the
information required for a certificate of formation by Section 10A-1-3.05, the certificate
of formation of a limited liability company shall set forth: (1) The right, if given, of the
member or members to admit additional members, and the terms and conditions of the admission.
(2) The circumstances, if any, under which the cessation of membership of one or more members
will result in dissolution of the limited liability company. (3) If the limited liability
company is to be managed by one or more managers, the certificate of formation shall so state
and shall set out the names and the mailing addresses of the manager or managers who are to
serve as managers until their successors are elected and begin serving. (Acts 1993, No. 93-724,
p. 1425, §10; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-10;...
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10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company
may merge or consolidate with or into one or more limited liability companies or other business
entities formed or organized under the laws of this state, any other state, the United States,
or any foreign jurisdiction, with the domestic limited liability company or the other business
entity being the surviving or resulting domestic limited liability company or other business
entity. Except as otherwise specifically provided for in the operating agreement, a merger
shall be approved by each domestic limited liability company which is to merge by all the
members at the time approval of the merger is voted on. (b) Notwithstanding prior approval,
an agreement of merger may be terminated prior to filing articles of merger with the Secretary
of State or amended pursuant to a provision for the...
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10A-2-7.25
Section 10A-2-7.25 Quorum and voting requirements for voting groups. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting
only if a quorum of those shares exists with respect to that matter. Unless the articles of
incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast
on the matter by the voting group constitutes a quorum of that voting group for action on
that matter, but in no event shall a quorum consist of less than one-third of the votes entitled
to be cast on the matter by the voting group. (b) Once a share is represented for any purpose
at a meeting, it is, unless established to the contrary, presumed present for quorum purposes
for the remainder of the meeting. (c) If a quorum is present when a vote is taken, action
on a matter, other than the election of directors, by a voting...
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10A-3-7.10
Section 10A-3-7.10 Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation.
(a) The circuit court of the county in which the nonprofit corporation's principal office
is located in this state, and if none in this state, the circuit court for the county in which
the nonprofit corporation's most recent registered office is located shall have full power
to liquidate the assets and affairs of a nonprofit corporation: (1) In an action by a member
or director when it is established: a. That the directors are deadlocked in the management
of the corporate affairs and that irreparable injury to the nonprofit corporation is being
suffered or is threatened by reason thereof, and either that the members are unable to break
the deadlock or there are no members having voting rights; b. That the acts of the directors
or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent; c.
That the members entitled to vote in the election of directors are...
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10A-5-2.04
Section 10A-5-2.04 Execution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) Unless otherwise specified in this chapter, each filing instrument required
by this chapter to be filed in the office of the judge of probate shall be executed in the
following manner: (1) The certificate of formation shall be signed by one or more members
named therein or an organizer. (2) An amendment shall be signed by at least one member. (3)
If an amendment requires the adding of a new member, the amendment shall be signed by a person
who was a member before the amendment was filed and by the new member. (4) Articles of dissolution
shall be signed by at least one member, as authorized pursuant to the operating agreement.
(b) Any person may sign a document required by this chapter by an attorney-in-fact, but a
power of attorney relating to the admission of a member shall specify that admission of a
new member is an authorized act of the attorney-in-fact. (Acts 1993, No....
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17-5-4
Section 17-5-4 Filing statement to show principal campaign committee; duties and procedures.
(a) Within five days after any person becomes a candidate for office, such person shall file
with the Secretary of State or judge of probate, as provided in Section 17-5-9, a statement
showing the name of not less than two nor more than five persons elected to serve as the principal
campaign committee for such candidate, together with a written acceptance or consent by such
committee, but any candidate may declare himself or herself as the person chosen to serve
as the principal campaign committee, in which case such candidate shall perform the duties
of chair and treasurer of such committee prescribed by this chapter. (b) If any vacancies
are created by death or resignation or any other cause, such candidate may fill such vacancy,
or the remaining members shall discharge and complete the duties required of such committee
as if such vacancy had not been created. The principal campaign...
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