16-17A-3
Section 16-17A-3 Incorporation of authority. (a) In order to incorporate an authority, the
sponsoring university shall adopt a resolution containing at least the following provisions:
(1) A finding that it is necessary, desirable, and in the best interests of the sponsoring
university that the proposed authority be incorporated. (2) Approval of the form of articles
of incorporation, which shall comply with the provisions of Section 16-17A-4. (3) Authorization
to proceed to form the proposed authority by executing the articles of incorporation approved
by the sponsoring university and filing the same with the Secretary of State. (b) A university
may incorporate more than one authority if it determines that each authority promotes the
public health mission of the university. (Act 2016-201, §3.)...
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10A-2-8.08
Section 10A-2-8.08 Removal of directors by shareholders. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The shareholders may remove one or more directors with or without cause unless the articles
of incorporation provide that directors may be removed only for cause. (b) If a director is
elected by a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him or her. (c) If cumulative voting is authorized, a director
may not be removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her. (d) A director may be removed by the shareholders only
at a meeting called for the purpose of removing him or her and the meeting...
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10A-2-8.10
Section 10A-2-8.10 Vacancy on board. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
provide otherwise, if a vacancy occurs on a board of directors: (1) The shareholders may fill
the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the
power to fill a vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation; or (3) If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a majority of all the directors
remaining in office. (b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that...
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11-20-71
Section 11-20-71 Board of directors; officers; proceedings; qualifications of directors. (a)
The board of directors of an agriculture authority shall be as specified in the articles and
in accordance with Section 11-20-70. (b) Each agriculture authority shall have a chair, vice
chair, secretary, and treasurer to be elected by the board of directors. The offices of secretary
and treasurer may, but need not, be held by the same person. A majority of the directors shall
constitute a quorum for the transaction of business. The officers and directors shall serve
for the terms provided for in the articles. A director may not draw any salary for any service
rendered or for any duty performed as director. The duties of the chair, vice chair, secretary,
and treasurer shall be those as are customarily performed by such officers and as may be prescribed
by the board of directors from time to time. (c) All directors shall serve until their successors
are duly appointed or until they cease to be...
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2-30-44
Section 2-30-44 Appointment, discharge and compensation of employees. The director, subject
to the approval of the President and Board of Trustees of Auburn University, shall have authority
from time to time to appoint, discharge and fix the compensation of all necessary assistants
and employees. (Code 1940, T. 2, §647.)...
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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
provide otherwise, the board of directors of a corporation 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 shareholders, 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 consistent 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 emergency
bylaws: (1) Binds the corporation; and (2) May not be used to...
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27-31A-3.1
Section 27-31A-3.1 Risk retention groups to comply with governance standards. (a) By January
1, 2016, existing risk retention groups shall be in compliance with the governance standards
set forth in this section. New risk retention groups shall be in compliance with these standards
at the time of licensure. (b) The board of directors or board, as used in this section, means
the governing body of the risk retention group elected by the shareholders or members to establish
policy, elect or appoint officers and committees, and make other governing decisions. Director,
as used in this section, means a natural person designated in the articles of the risk retention
group, or designated, elected, or appointed by any other manner, name, or title to act as
a member of the board of directors. (c)(1) The board of directors of the risk retention group
shall have a majority of independent directors. If the risk retention group is a reciprocal,
then the attorney-in-fact would be required to adhere...
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10A-2-8.20
Section 10A-2-8.20 Meetings. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors may
hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation
or bylaws provide otherwise, the board of directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each other during
the meeting. A director participating in a meeting by this means is deemed to be present in
person at the meeting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.20; amended and renumbered
by Act 2009-513, p. 967, §118.)...
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11-57-6
Section 11-57-6 Board of directors; record of proceedings of board. The authority shall have
a board of directors composed of the number of directors provided in the certificate of incorporation.
All powers of the authority shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality and shall be elected by the governing
body for staggered terms of office as follows: The first term of one third of the directors
shall be two years; the first term of the second one third of the directors shall be four
years and the first term of the remaining one third of the directors shall be six years. Upon
the expiration of the initial term of each director, each subsequent term shall be six years.
If any director resigns, dies, becomes incapable of acting as a director, or ceases to reside
in the municipality, the governing body shall elect a successor to serve for the unexpired
portion of his term of office. Directors shall be eligible to...
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2-3A-4
Section 2-3A-4 Board of directors; members; terms; vacancies; qualifications; expenses; quorum;
impeachment; copies of proceedings as evidence. (a) The authority shall be governed by a board
of directors, and all powers of the authority shall be exercised by the board or pursuant
to its authorization. (b) The board shall consist of seven directors. The Commissioner of
Agriculture and Industries, the Director of Finance and the Superintendent of Banking shall
be ex officio members of the board of directors. The remaining four directors shall be appointed,
by the persons and in the manner hereinafter prescribed, as soon as may be practicable after
the incorporation of the authority, for staggered terms as follows: The Speaker of the House
of Representatives shall appoint one director and the President Pro Tempore of the Senate
shall appoint one director each of whose initial terms shall begin immediately upon his respective
appointment and shall end on September 30 in the fourth calendar...
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