Meetings and Action of the Board of Directors.

Ala. Code tit. 10A, ch. 2A, art. 8, div. B

in effect

Ala. Code § 10A-2A-8.20 Meetings.

10A-2A-8.20. Meetings. (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (Act 2019-94, §1.)

Ala. Code § 10A-2A-8.21 Action Without Meeting.

10A-2A-8.21. Action Without Meeting. (a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. (b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. Any director executing a consent may provide, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after such instruction is given or such provision is made, if evidence of the instruction or provision is provided to the corporation. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors. (c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document. (Act 2019-94, §1; Act 2023-503, §3.)

Ala. Code § 10A-2A-8.22 Notice of Meeting.

10A-2A-8.22. Notice of Meeting. (a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the place, if any, date, time, or purpose of the meeting. (b) Unless the certificate of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days’ notice of the place, if any, date, time of the meeting. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws. (Act 2019-94, §1; Act 2023-503, §3.)

Ala. Code § 10A-2A-8.23 Waiver of Notice.

10A-2A-8.23. Waiver of Notice. (a) A director may waive any notice required by this chapter, the certificate of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice and delivered to the corporation for filing by the corporation with the minutes or corporate records. (b) A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting. (Act 2019-94, §1.)

Ala. Code § 10A-2A-8.24 Quorum and Voting.

10A-2A-8.24. Quorum and Voting. (a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors. (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter. (d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (ii) the dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. (Act 2019-94, §1; Act 2023-503, §1.)

Ala. Code § 10A-2A-8.25 Committees of the Board.

10A-2A-8.25. Committees of the Board. (a) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors. (b) The establishment of a board committee and appointment of members to it shall be approved by the greater of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the certificate of incorporation or bylaws to take action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate of incorporation provides otherwise. (c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply to board committees and their members. (d) A board committee may exercise the powers of the board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors or in the certificate of incorporation or bylaws, except that a board committee may not: (1) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors; (2) approve or propose to stockholders action that this chapter requires be approved by stockholders; (3) fill vacancies on the board of directors or, subject to subsection (e), on any board committees; or (4) adopt, amend, or repeal bylaws or amend or restate the certificate of incorporation. (e) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification. If the certificate of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification. (Act 2019-94, §1.)

Ala. Code § 10A-2A-8.26 Submission of Matters for Stockholder Vote.

10A-2A-8.26. Submission of Matters for Stockholder Vote. A corporation may agree to submit a matter to a vote of its stockholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. (Act 2019-94, §1.)

Ala. Code § 10A-2A-8.27 Authorization of Agreements and Other Instruments.

10A-2A-8.27. Authorization of Agreements and Other Instruments. (a) Whenever this chapter expressly requires the board of directors to approve or take other action with respect to any agreement, instrument, plan, or document, such agreement, instrument, plan, or document may be approved by the board of directors in final form or in substantially final form. Substantially final form means that all of the material terms are set forth in the agreement, instrument, plan, or document, or are determinable through other information or materials presented to or known by the board of directors, or are determinable by a combination thereof, except as otherwise described in subsection (c). (b) If the board of directors shall have acted to approve or take other action with respect to an agreement, instrument, plan, or document that is expressly required by this chapter to be approved by the board of directors, the board of directors may, but is not required to, at any time after providing the approval or taking such other action adopt a resolution ratifying the agreement, instrument, plan, or document, and the ratification shall be deemed to be effective as of the time of the original approval or other action by the board of directors and to satisfy any requirement under this chapter that the board of directors approve or take other action with respect to the agreement, instrument, plan, or document in a specific manner or sequence. (c) At the time of the approval of any agreement, instrument, plan, or document by the board of directors, the agreement, instrument, plan, or document is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the agreement, instrument, plan, or document that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the agreement, instrument, plan, or document. (Act 2025-281, §8; Act 2026-495, §1.)

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