Board of Directors.

Ala. Code tit. 10A, ch. 3A, art. 8, div. A

in effect

Ala. Code § 10A-3A-8.01 Requirement for and Functions of Board of Directors.

10A-3A-8.01. Requirement for and Functions of Board of Directors. All corporate powers shall be exercised by or under authority of, and the activities and affairs of a nonprofit corporation shall be managed by or under the direction and subject to the oversight of, the board of directors except as may be otherwise provided in this chapter or the certificate of incorporation. If the certificate of incorporation provides that some of the corporate powers are to be exercised by or under the authority of, or some of the activities and affairs of the nonprofit corporation are to be managed by or under the authority of, a person or group of persons other than the board of directors, then the powers and duties conferred or imposed upon the board of directors by this chapter with respect to those corporate powers, activities and affairs shall be exercised and performed by that person or group of persons as provided in the certificate of incorporation. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.02 Qualifications of Directors.

10A-3A-8.02. Qualifications of Directors. (a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the nonprofit corporation and be lawful. Qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause. (b) A director shall be a natural person of the age of at least 19 years but need not be a resident of this state or a member unless the certificate of incorporation or bylaws so prescribe. (c) A qualification for nomination, election, or appointment for director prescribed before the earlier of a person’s nomination, election, or appointment shall apply to that person at the time of the earlier of that person’s nomination, election, or appointment and shall apply to that director during that director’s term. A qualification for nomination, election, or appointment for director prescribed after the earlier of a person’s nomination, election, or appointment shall not apply to that person with respect to that person’s nomination, election, or appointment and shall not apply to that director during that director’s term. (d) A person who did not meet a qualification for nomination, election, or appointment, but who is elected or appointed as a director, may serve as a director until removed in accordance with Section 10A-3A-8.08 or 10A-3A-8.09. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.03 Number of Directors.

10A-3A-8.03. Number of Directors. (a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or bylaws. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.04 Selection of Directors.

10A-3A-8.04. Selection of Directors. (a) Except as set forth in Section 10A-3A-2.04, the directors of a membership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certificate of incorporation or bylaws, the directors of a membership nonprofit corporation are elected by the members entitled to vote at the time at the first annual meeting of members, and at each annual meeting thereafter. (b) Except as set forth in Section 10A-3A-2.04, the directors of a nonmembership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certificate of incorporation or bylaws, the directors are elected by the board. (c) If the certificate of incorporation or bylaws divide, or authorize dividing, the members into classes, the certificate of incorporation or bylaws may also authorize the election of all or a specified number of directors by one or more authorized classes of members. A class or multiple classes of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.05 Terms of Directors Generally.

10A-3A-8.05. Terms of Directors Generally. (a) The certificate of incorporation or bylaws may specify the terms of directors. If a term is not specified in the certificate of incorporation or bylaws, the term of a director is one year. (b) A decrease in the number of directors or term of office does not shorten an incumbent director’s term. (c) Except as provided in the certificate of incorporation or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling. (d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, appointed, or designated and until the director’s successor takes office unless otherwise provided in the certificate of incorporation or bylaws or there is a decrease in the number of directors. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.06 Staggered Terms for Directors.

10A-3A-8.06. Staggered Terms for Directors. The certificate of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.07 Resignation of Directors.

10A-3A-8.07. Resignation of Directors. (a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the secretary, or to the nonprofit corporation. (b) A resignation is effective as provided in Section 10A-3A-1.03(i) unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.08 Removal of Directors by Members or Other Persons.

10A-3A-8.08. Removal of Directors by Members or Other Persons. (a) Except as provided in the certificate of incorporation or bylaws, a director of a membership nonprofit corporation may be removed with or without cause by the members who are eligible under Section 10A-3A-8.10 to vote to fill the vacancy created by the removal of that director. (b) The notice of a meeting of members of a membership nonprofit corporation at which removal of a director is to be considered must state that the purpose, or one of the purposes, of the meeting is removal of the director. (c) Except as provided in the certificate of incorporation or bylaws, the board of directors of a membership nonprofit corporation may not remove a director. (d) Except as provided in the certificate of incorporation or bylaws, the board of directors may remove a director of a nonmembership nonprofit corporation with or without cause. (e) In addition to the removal provisions of subsections (a) and (d), the board of directors of a membership nonprofit corporation or nonmembership nonprofit corporation may remove a director who: (1) did not satisfy the qualifications for directors as set forth in the certificate of incorporation or bylaws at the time that director was nominated, elected, appointed, or designated to that director’s current term, if the decision that the director failed to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications; or (2) no longer satisfies the qualifications for directors as set forth in the certificate of incorporation or bylaws at the time that director was nominated, elected, appointed, or designated to that director’s current term, if the decision that the director failed to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.09 Removal of Directors by Judicial Proceeding.

10A-3A-8.09. Removal of Directors by Judicial Proceeding. The designated court, and if none, the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located may remove a director from office or may order other relief, including barring the director from reelection, redesignation, or reappointment for a period prescribed by the court, in a proceeding commenced by or in the right of the nonprofit corporation if the court finds that: (i) the director engaged in fraudulent conduct with respect to the nonprofit corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the nonprofit corporation; and (ii) considering the director’s course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the nonprofit corporation. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.10 Vacancy on Board.

10A-3A-8.10. Vacancy on Board. (a) Except as otherwise provided in subsection (b), the certificate of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: (1) the members may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) Unless the certificate of incorporation or bylaws provides otherwise, if the vacant office was held by a director who is: (1) elected by a voting group of members, only the members of that voting group are entitled to vote to fill the vacancy if it is filled by the members, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors; (2) appointed by a person or group of persons specified in the certificate of incorporation, may be filled only by that person or that group of persons; or (3) designated in the certificate of incorporation or bylaws, may only be filled as specified in the certificate of incorporation or bylaws. (c) A vacancy that will occur at a specific later time (by reason of a resignation effective at a later time under Section 10A-3A-8.07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-8.11 Compensation of Directors.

10A-3A-8.11. Compensation of Directors. Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. EndFragment (Act 2023-503, §1.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026