Admission of Members.

Ala. Code tit. 10A, ch. 3A, art. 6, div. A

in effect

Ala. Code § 10A-3A-6.01 Members.

10A-3A-6.01. Members. (a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of admission and the qualifications and rights of the members of each class shall be set forth in the certificate of incorporation or bylaws. Subject to Section 10A-3A-14.01(c), if the nonprofit corporation will have members, that fact shall be set forth in the certificate of incorporation. If the nonprofit corporation will not have members, that fact shall be set forth in the certificate of incorporation. (b) Except as otherwise provided in this chapter or in the certificate of incorporation, if the certificate of incorporation of a nonprofit corporation states that the nonprofit corporation will have members, but that nonprofit corporation has in fact no members entitled to vote on a matter, then any provision of this chapter or any other provision of law requiring notice to, the presence of, or the vote, consent, or other action by members of that nonprofit corporation in connection with the matter shall be satisfied by notice to, the presence of, or the vote, consent, or other action by the board of directors of the nonprofit corporation. (c) Except as otherwise provided in the certificate of incorporation, if the certificate of incorporation of a nonprofit corporation states that the nonprofit corporation will not have members, then notice to, the presence of, or the vote, consent, or other action by board of directors of the nonprofit corporation in connection with the matter shall be satisfied by notice to, the presence of, or the vote, consent, or other action by the board of directors of the nonprofit corporation. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-6.02 Membership Status.

10A-3A-6.02. Membership Status. (a) A person may not be admitted as a member of a nonprofit corporation without that person’s consent. (b) If a membership nonprofit corporation provides certificates of membership to the members, the certificates shall not be registered or transferable except as provided in the certificate of incorporation or bylaws. Each certificate of membership shall comply with Sections 10A-1-3.42, 10A-1-3.43(b), and 10A-1-3.44. No membership certificate shall be issued in bearer form. (c) A person is not a member of a nonprofit corporation unless (i) the nonprofit corporation is a membership nonprofit corporation and (ii) the person meets the definition of a “member” in Section 10A-3A-1.02, regardless of whether the nonprofit corporation designates or refers to the person as a member. (d) A person is not a member of a nonmembership nonprofit corporation, regardless of whether the nonmembership nonprofit corporation designates or refers to the person as a member. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-6.03 Admission of Members.

10A-3A-6.03. Admission of Members. Unless otherwise provided by law or in the certificate of incorporation or bylaws of a membership nonprofit corporation, the board of directors shall establish conditions for admission of members (for such contribution, if any, as the board of directors may determine), admit members, and issue memberships. 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