10A-2-8.03
Section 10A-2-8.03 Number and election of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The
number of directors shall be one or more, as specified in or fixed in accordance with the
articles of incorporation or bylaws. (b) If a board of directors has power to fix or change
the number of directors, the board may increase or decrease by 30 percent or less the number
of directors last approved by the shareholders, but only the shareholders may increase or
decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of
the board of directors by fixing a minimum and maximum number of directors. If a variable
range is established, the number of directors may be fixed or changed from time to time, within
the minimum and maximum, by the shareholders, or, if the articles of incorporation...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT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-2-8.06
Section 10A-2-8.06 Staggered terms for directors. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. If there are
nine or more directors, the articles of incorporation may provide for staggering their terms
by dividing the total number of directors into two or three groups, with each group containing
one-half or one-third of the total, as near as may be. In that event, the terms of directors
in the first group expire at the first annual shareholders' meeting after their election,
the terms of the second group expire at the second annual shareholders' meeting after their
election, and the terms of the third group, if any, expire at the third annual shareholders'
meeting after their election. At each annual shareholders' meeting held thereafter, directors
shall be chosen for a term of two years or three years, as the case may be, to succeed those
whose terms expire. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.06;...
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10A-2-8.07
Section 10A-2-8.07 Resignation of directors. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director may
resign at any time by delivering written notice to the board of directors, its chair, or to
the corporation. (b) A resignation is effective when the notice is delivered unless the notice
specifies a later effective date. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.07; amended
and renumbered by Act 2009-513, p. 967, §116.)...
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10A-2-8.30
Section 10A-2-8.30 General standards for directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director
shall discharge his or her duties as a director, including duties as a member of a committee:
(1) In good faith; (2) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and (3) In a manner the director believes to be in the
best interests of the corporation. (b) In discharging his or her duties, a director is entitled
to rely on information, opinions, reports, or statements, including financial statements and
other financial data, if prepared or presented by: (1) One or more officers or employees of
the corporation whom the director reasonably believes to be reliable and competent in the
matters; (2) Legal counsel, public accountants, certified public accountants, or other persons
as to matters the director reasonably believes are within the...
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33-13-6
Section 33-13-6 Members, officers and directors; meetings; record of proceedings. The authority
shall be composed of the Governor, the Director of Finance, one member of the Senate, appointed
by the President of the Senate, one member of the House of Representatives, appointed by the
Speaker of the House, and the Director of the State Docks Department. The Governor shall be
the president of the authority, and the Director of Finance shall be its secretary. The Director
of the State Docks Department shall be the treasurer of the authority and shall act as custodian
of the proceeds from the sale of the bonds. The members of the authority shall constitute
all the members of the board of directors of the authority. Should any person holding any
state office named in this section cease to hold such office by reason of death, resignation,
expiration of his term of office or for any other reason, then his successor in office shall
take his place as a member, officer or director of the...
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10A-2-10.02
Section 10A-2-10.02 Amendment by board of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...

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10A-2-10.22
Section 10A-2-10.22 Bylaw increasing quorum or voting requirement for directors. REPEALED IN
THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A bylaw that fixes a greater quorum or voting requirement for the board
of directors may be amended or repealed: (1) If originally adopted by the shareholders, only
by the shareholders; (2) If originally adopted by the board of directors, either by the shareholders
or by the board of directors. (b) A bylaw adopted or amended by the shareholders that fixes
a greater quorum or voting requirement for the board of directors may provide that it may
be amended or repealed only by a specified vote of either the shareholders or the board of
directors. (c) Action by the board of directors under subsection (a)(2) to adopt or amend
a bylaw that changes the quorum or voting requirement for the board of directors must meet
the same quorum requirement and be adopted by the same vote required to...
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10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. 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's board of directors may propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
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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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