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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16-17A-6
Section 16-17A-6 Board of directors. (a) Each authority shall have a board of directors composed
of the number of directors provided in the articles of incorporation. (b) All powers of an
authority shall be exercised by the board or pursuant to its authorization. (c) Except for
ex-officio directors specified in the articles of incorporation, all directors of an authority
shall be elected or appointed by the sponsoring university. The articles of incorporation
may provide that specified officers or employees of the sponsoring university shall be ex-officio
directors of an authority, so long as a majority of the directors are elected or appointed
by the sponsoring university. (d) The articles of incorporation may provide that a governmental
entity, a public corporation, or a nonprofit organization may nominate one or more directors
of an authority, provided that the number of directors elected or appointed by the sponsoring
university without nomination may never be less than a majority...
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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-2-8.40
Section 10A-2-8.40 Required officers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation has the officers
described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate
to one of the officers responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation. (d) Unless the bylaws provide
otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513,
p. 967, §122.)...
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10A-2A-2.06
Section 10A-2A-2.06 Emergency bylaws. (a) Unless the certificate of incorporation provides
otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined
in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders,
may make all provisions necessary for managing the corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors; (2) quorum requirements for
the meeting; and (3) designation of additional or substitute directors. (b) All provisions
of the regular bylaws not inconsistent with the emergency bylaws remain effective during the
emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate
action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation;
and (2) may not be used to impose liability on a director, officer, employee, or agent of
the corporation. (d) An emergency exists for purposes of this...
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10A-2A-8.43
Section 10A-2A-8.43 Resignation and removal of officers. Notwithstanding Division C of Article
3 of Chapter 1: (a) An officer may resign at any time by delivering a written notice to the
board of directors, its chair, the appointing officer, the secretary, or the corporation.
A resignation is effective as provided in Section 10A-2A-1.41(i) unless the notice provides
for a delayed effectiveness, including effectiveness determined upon a future event or events.
If effectiveness of a resignation is stated to be delayed and the board of directors or the
appointing officer accepts the delay, the board of directors or the appointing officer may
fill the pending vacancy before the delayed effectiveness but the new officer may not take
office until the vacancy occurs. (b) An officer may be removed at any time with or without
cause by (i) the board of directors; (ii) the appointing officer, unless the certificate of
incorporation, bylaws, or the board of directors provide otherwise; or (iii)...
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10A-3-2.11
Section 10A-3-2.11 Quorum of directors. (a) A majority of the number of directors fixed by
the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number
stated in the certificate of formation, shall constitute a quorum for the transaction of business,
unless otherwise provided in the governing documents of the nonprofit corporation; but in
no event shall a quorum consist of less than one-third of the number of directors so fixed
or stated. The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the board of directors, unless the act of a greater number
is required by this title or this chapter or by the nonprofit corporation's governing documents.
(b) If a quorum is present when the meeting is convened, the directors present may continue
to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment,
notwithstanding the withdrawal of enough directors to leave less...
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9-10A-9
Section 9-10A-9 Creation of board of directors; terms of office; vacancies. If the board of
supervisors determines the authority is needed, it shall determine the number of directors
who shall comprise the board of directors of the watershed management authority. The board
of directors of the watershed management authority shall include at least one resident from
each county located within the boundaries of the authority. The board of supervisors of a
soil and water conservation district in which is situated a county or a portion of a county
that is in a watershed management authority, shall determine if the member of the original
board of directors of the watershed management authority, who, pursuant to this chapter must
reside in said county, shall be appointed or elected. For the purposes of this chapter said
directors shall be referred to as "resident directors." The method of selection
chosen shall be proclaimed by resolution. If the original member of the board of directors
is to...
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10A-20-6.05
Section 10A-20-6.05 Bylaws. The power to adopt, alter, amend, or repeal bylaws shall be vested
in the board of directors. The bylaws may contain any provisions for the regulation and management
of the affairs of the corporation, including provisions for the number and selection of the
board of directors, not inconsistent with this article. (Acts 1935, No. 544, p. 1157; Code
1940, T. 28, §306; Acts 1945, No. 50, p. 52, §2; Acts 1951, No. 946, p. 1615; Acts 1973,
No. 1041, p. 1631, §1; §10-4-104; amended and renumbered by Act 2009-513, p. 967, §334.)...

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10A-20-7.11
Section 10A-20-7.11 Loans to corporation by members. Each member of the corporation shall make
loans to the corporation as and when called upon by it to do so on the terms and other conditions
as shall be approved from time to time by the board of directors, subject to the following
conditions: (1) All loan limits shall be established at the one thousand dollars ($1,000)
amount nearest to the amount computed in accordance with the provisions of this section. (2)
No loan to the corporation shall be made if immediately thereafter the total amount of the
obligations of the corporation would exceed 50 times the amount then paid in on the outstanding
capital stock of the corporation. (3) The total amount outstanding on loans to the corporation
made by any member at any one time, when added to the amount of the investment in the capital
stock of the corporation then held by the member, shall not exceed: a. Twenty percent of the
total amount then outstanding on loans to the corporation by all...
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