(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 meeting, which annual meeting shall be held during the month of January or, if no annual meeting shall be held in the year of incorporation, then within 90 days after the approval of the certificate of formation at a special meeting as provided in this section. At each annual meeting or at each special meeting, held as provided in this section, the members of the corporation shall elect two thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation, or special meeting held in lieu of the annual meeting after the election, and until their successors are elected and qualified, unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
(b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of the directors and officers.
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 20 - Special Purpose Entities.
Article 7 - Industrial Development Corporation.
Section 10A-20-7.01 - Definitions.
Section 10A-20-7.02 - Incorporation.
Section 10A-20-7.03 - First Meeting.
Section 10A-20-7.04 - Powers of Corporation.
Section 10A-20-7.05 - Membership - Application; When Effective.
Section 10A-20-7.06 - Membership - Withdrawal.
Section 10A-20-7.07 - Directors and Officers.
Section 10A-20-7.08 - Corporation to Be State Development Company.
Section 10A-20-7.09 - Powers of Stockholders and Members.
Section 10A-20-7.11 - Loans to Corporation by Members.
Section 10A-20-7.12 - Credit of State Not to Be Pledged.
Section 10A-20-7.13 - Taking of Security by Mortgage or Otherwise.
Section 10A-20-7.14 - Tax Exemptions, Credits, and Privileges.
Section 10A-20-7.15 - Occupational License Taxes.
Section 10A-20-7.16 - Setting Apart of Earned Surplus.
Section 10A-20-7.17 - Deposit of Funds in Designated Depository.
Section 10A-20-7.18 - Annual Examination and Reports.
Section 10A-20-7.19 - Fiscal Year.
Section 10A-20-7.20 - Amendment of Certificate of Formation.
Section 10A-20-7.21 - Duration of Corporation.
Section 10A-20-7.22 - Dissolution.
Section 10A-20-7.23 - Applicability of Laws Regulating Securities.