§ 10A-3A-9.22 — Bylaw Amendments Requiring Member Approval

Alabama § 10A-3A-9.22

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 3A: Alabama Nonprofit Corporation Law
• Art. 9: Amendment of Certificate of Incorporation Laws
• Div. B: Amendment of Bylaws

Text

In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws:
(a) The board of directors of a membership nonprofit corporation that has one or more members at the time may not adopt or amend a bylaw under:
(1) Section 10A-3A-6.10 providing that some of the members shall have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships, or other matters;
(2) Section 10A-3A-6.13 levying dues, assessments, or fees on some or all of the members;
(3) Section 10A-3A-6.21 relating to the termination or suspension of members;
(4) Section 10A-3A-8.08(a):
(i) requiring cause to remove a director; or
(ii) specifying what constitutes cause to remove a director; or
(5) Section 10A-3A-8.08(e) relating to the removal of a director who is designated in a manner other than election or appointment.
(b) The board of directors of a membership nonprofit corporation may not amend the certificate of incorporation or bylaws to vary the application of subsection (a) to the membership nonprofit corporation.
(c) If a membership nonprofit corporation has more than one class of members, the members of a class are entitled to vote as a separate voting group on an amendment to the bylaws that:
(1) is described in subsection (a) if the amendment would affect the members of that class differently than the members of another class; or
(2) has any of the effects described in Section 10A-3A-9.04.
(d) If a class of members will be divided into two or more classes by an amendment to the bylaws, the amendment must be approved by a majority of the members of each class that will be created.

Legislative History

(Act 2023-503, §1.)