Alabama § 10A-2A-7.25 Quorum and Voting Requirements for Voting Groups

Alabama Statutes

§ 10A-2A-7.25 — Quorum and Voting Requirements for Voting Groups

Alabama § 10A-2A-7.25

JurisdictionAlabama

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 2AAlabama Business Corporation Law

Art. 7Stockholders

Div. BVoting

This text of Alabama § 10A-2A-7.25 (Quorum and Voting Requirements for Voting Groups) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-2A-7.25 (2026).

Text

(a)Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares of stock exists with respect to that matter. Unless the certificate of incorporation provides otherwise, stock representing 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. Whenever this chapter requires a particular quorum for a specified action, the certificate of incorporation may not provide for a lower quorum.

(b)Once a share of stock is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.

Free access — add to your briefcase to read the full text and ask questions with AI

(a) Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares of stock exists with respect to that matter. Unless the certificate of incorporation provides otherwise, stock representing 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. Whenever this chapter requires a particular quorum for a specified action, the certificate of incorporation may not provide for a lower quorum.
(b) Once a share of stock is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.
(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation requires a greater number of affirmative votes.
(d) An amendment of the certificate of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or subsection (c) is governed by Section 10A-2A-7.27.
(e) The election of directors is governed by Section 10A-2A-7.28.
(f) Whenever a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in Section 10A-2A-10.04(c) for amendments of the certificate of incorporation apply to that provision.