Alabama § 10A-3A-9.04 Voting on Amendments by Voting Groups

Alabama Statutes

§ 10A-3A-9.04 — Voting on Amendments by Voting Groups

Alabama § 10A-3A-9.04

JurisdictionAlabama

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 3AAlabama Nonprofit Corporation Law

Art. 9Amendment of Certificate of Incorporation Laws

Div. AAmendment of Certificate of Incorporation

This text of Alabama § 10A-3A-9.04 (Voting on Amendments by 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-3A-9.04 (2026).

Text

Except as provided in the certificate of incorporation or bylaws:

(a)If a membership nonprofit corporation has more than one class of members, the members of each class are entitled to vote as a separate voting group (if member voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would:

(1)effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class;

(2)effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;

(3)change the rights, preferences, or limitations of all or part of the memberships of the class;

(4)change the rights, preferences, or limitations of all

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Except as provided in the certificate of incorporation or bylaws:
(a) If a membership nonprofit corporation has more than one class of members, the members of each class are entitled to vote as a separate voting group (if member voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would:
(1) effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class;
(2) effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;
(3) change the rights, preferences, or limitations of all or part of the memberships of the class;
(4) change the rights, preferences, or limitations of all or part of the memberships of the class by changing the rights, preferences, or limitations of another class;
(5) create a new class of memberships having rights or preferences that are prior or superior to the other memberships;
(6) increase or decrease the number of memberships authorized for the class;
(7) increase or decrease the number of memberships authorized for another class; or
(8) authorize a new class of memberships.
(b) If a class of members will be divided into two or more classes by an amendment to the certificate of incorporation, the amendment must be approved by a majority of the members of each class that will be created.
(c) If a proposed amendment would affect less than all of the members of a class in one or more of the ways described in subsection (a), the members so affected are entitled to vote as a separate voting group on the proposed amendment.
(d) If a proposed amendment that entitles the holders of two or more classes of memberships to vote as separate voting groups under this section would affect those two or more classes in the same or a substantially similar way, the holders of the memberships of all the classes so affected shall vote together as a single voting group on the proposed amendment, unless added as a condition by the board of directors pursuant to Section 10A-3A-9.03(c).