Procedures.

Ala. Code tit. 10A, ch. 3A, art. 7, div. A

in effect

Ala. Code § 10A-3A-7.01 Annual and Regular Meetings of the Members.

10A-3A-7.01. Annual and Regular Meetings of the Members. (a) Unless otherwise provided in the certificate of incorporation, a membership nonprofit corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws. (b) A membership nonprofit corporation may hold regular meetings of the members at times stated in or fixed in accordance with the certificate of incorporation or bylaws. (c) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with Section 10A-3A-7.09(c), annual and regular meetings of the members may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the membership nonprofit corporation’s principal office. (d) The failure to hold an annual or regular meeting of the members at the time stated in or fixed in accordance with a membership nonprofit corporation’s certificate of incorporation or bylaws does not affect the validity of any corporate action. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.02 Special Meetings.

10A-3A-7.02. Special Meetings. (a) Special meetings of the members in a membership nonprofit corporation may be called by the board of directors or by the person or persons as may be authorized by the certificate of incorporation or by the bylaws. (b) In the event that the certificate of incorporation or bylaws of a membership nonprofit corporation allow members to demand a special meeting of the members, then if not otherwise fixed under Section 10A-3A-7.03 or Section 10A-3A-7.07, the record date for determining members entitled to demand a special meeting shall be the first date on which a signed member’s demand is delivered to the membership nonprofit corporation. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which the demand delivered to the membership nonprofit corporation as allowed by the certificate of incorporation or bylaws was signed, written demands signed by members holding at least the percentage of votes specified in or fixed in accordance with the certificate of incorporation or bylaws have been delivered to the membership nonprofit corporation. (c) Unless the board of directors determines to hold the meeting solely by means of remote participation in accordance with Section 10A-3A-7.09(c), special meetings of members may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the membership nonprofit corporation’s principal office. (d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-3A-7.05(c) may be conducted at a special meeting of members. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.03 Court-Ordered Meetings.

10A-3A-7.03. Court-Ordered Meetings. (a) The designated court, and if none, the circuit court for the county in which the membership 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 membership nonprofit corporation’s most recent registered office is located may summarily order a meeting to be held: (1) on application of any member of the membership nonprofit corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 12 months after the end of the membership nonprofit corporation’s fiscal year or 15 months after its last annual meeting; or (2) on application of one or more members who signed a demand for a special meeting valid under Section 10A-3A-7.02, if: (i) notice of the special meeting was not given within 30 days after the first day on which the requisite number of demands have been delivered to the membership nonprofit corporation; or (ii) the special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the members entitled to participate in the meeting, specify a record date or dates for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the members represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.04 Action Without Meeting.

10A-3A-7.04. Action Without Meeting. (a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the members may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the members having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all members entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the members approving the action and delivered to the membership nonprofit corporation for filing by the membership nonprofit corporation with the minutes or corporate records. (b) If not otherwise fixed under Section 10A-3A-7.07 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the members entitled to take action without a meeting shall be the first date on which a written consent signed by a member is delivered to the membership nonprofit corporation. If not otherwise fixed under Section 10A-3A-7.07 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board of directors taking the prior action is adopted. No written consent of a member shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent is delivered to the membership nonprofit corporation as required by this section, written consents signed by sufficient members to take the action have been delivered to the membership nonprofit corporation. Any person signing a consent may provide, whether through instruction to an agent or otherwise, that the 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 the instruction is given or the provision is made, if evidence of the instruction or provision is provided to the membership nonprofit corporation. If a person signs a consent when that person is not a member, then that person’s consent shall not be valid unless that person is a member as of the record date for determining members entitled to consent to the action. Unless a person’s written consent states that it is irrevocable, that written consent may be revoked by that person by a writing to that effect delivered to the membership nonprofit corporation before unrevoked written consents sufficient in number to take the corporate action have been delivered to the membership nonprofit corporation. (c) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the certificate of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient members to take the action have been delivered to the membership nonprofit corporation. (d) If action is taken by less than unanimous written consent of the voting members, the membership nonprofit corporation shall give its nonconsenting voting members written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the membership nonprofit corporation or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c). The notice must reasonably describe the action taken. (e) The notice requirements in subsection (d) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with those notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a member adversely affected by a failure to give the notice within the required time period. (Act 2023-503, §1; Act 2024-413, §1.)

Ala. Code § 10A-3A-7.05 Notice of Meetings.

10A-3A-7.05. Notice of Meetings. (a) A membership nonprofit corporation shall notify members of the place, if any, date, and time of each annual, regular, or special meeting of the members no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-3A-7.09 for any class of members or voting group, the notice to that class of members or voting group must describe the means of remote communication to be used. The notice must include the record date for determining the members entitled to vote at the meeting, if that date is different from the record date for determining members entitled to notice of the meeting. Unless the certificate of incorporation requires otherwise, the membership nonprofit corporation is required to give notice only to members entitled to vote at the meeting as of the record date for determining the members entitled to notice of the meeting. (b) Unless this chapter, the certificate of incorporation, or the bylaws require otherwise, notice of an annual or regular meeting of the members need not include a description of the purpose or purposes for which the meeting is called. (c) Notice of a special meeting of members must include a description of the purpose or purposes for which the meeting is called. (d) If not otherwise fixed under Section 10A-3A-7.03 or Section 10A-3A-7.07, the record date for determining members entitled to notice of and to vote at an annual, regular, or special meeting of the members is the earlier of (i) the date of the action by the board of directors calling the meeting of the members or (ii) the day before the first notice is delivered to members. (e) Unless the certificate of incorporation or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different place, if any, date, or time (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication pursuant to Section 10A-3A-7.09), notice need not be given of the new place, if any, date, or time if the new place, if any, date, or time is (i) announced at the meeting before adjournment or (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable members and proxy holders to participate in the meeting by means of remote communication. If a new record date for the adjourned meeting is or must be fixed under Section 10A-3A-7.07, however, notice of the adjourned meeting shall be given under this section to members entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting. (Act 2023-503, §1; Act 2024-413, §1.)

Ala. Code § 10A-3A-7.06 Waiver of Notice.

10A-3A-7.06. Waiver of Notice. (a) A member may waive any notice required by this chapter or the certificate of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the membership nonprofit corporation for filing by the membership nonprofit corporation with the minutes or corporate records. (b) A member’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.07 Record Date.

10A-3A-7.07. Record Date. (a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups of members to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date. (b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members and may not be retroactive. (c) A determination of members entitled to notice of or to vote at a members’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continues in effect or it may fix a new record date or dates. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.08 Conduct of Member Meetings.

10A-3A-7.08. Conduct of Member Meetings. (a) At each meeting of members, an individual appointed in one of the following ways must preside as chair: (1) as provided in the certificate of incorporation or bylaws; (2) in the absence of a provision in the certificate of incorporation or bylaws, by the board of directors; or (3) in the absence of both a provision in the certificate of incorporation or bylaws and an appointment by the board of directors, by the members at the meeting. (b) At each meeting of members, the order of business and the rules for the conduct of the meeting must be: (1) as provided in the certificate of incorporation or bylaws; (2) in the absence of a provision in the certificate of incorporation or bylaws, established by the board of directors; or (3) in the absence of both a provision in the certificate of incorporation or bylaws and the establishment by the board of directors, established by the members at the meeting. (c) Any rules established for, and the conduct of, the meeting must be fair to the members. (d) At the meeting the chair may announce when the polls close for each matter voted upon. If no announcement is made, the polls close upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes, nor any revocations or changes to ballots, proxies, or votes may be accepted. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.09 Remote Participation in Member Meetings.

10A-3A-7.09. Remote Participation in Member Meetings. (a) Members of any class or voting group may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes that participation for that class or voting group. Participation as a member by means of remote communication is subject to any guidelines and procedures the board of directors adopts and shall be in conformity with subsection (b). (b) Members participating in a members’ meeting by means of remote communication shall be deemed present and may vote at that meeting if the membership nonprofit corporation has implemented reasonable measures: (1) to verify that each person participating remotely as a member is a member; and (2) to provide the members participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings. (c) Unless the certificate of incorporation or bylaws require the meeting of members to be held at a place, the board of directors may determine that any meeting of members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the membership nonprofit corporation implements the measures specified in subsection (b). EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.10 Action by Ballot.

10A-3A-7.10. Action by Ballot. (a) Except as otherwise provided in the certificate of incorporation or bylaws, any action that may be taken at any meeting of members may be taken without a meeting if the membership nonprofit corporation delivers notice that includes a ballot to every member entitled to vote on the matter. (b) A ballot must: (1) be in writing; (2) set forth each proposed action; (3) provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director, if any; and (4) provide an opportunity to vote for or against each other proposed action. (c) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by ballot must: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the membership nonprofit corporation in order to be counted. (e) Except as otherwise provided in the certificate of incorporation or bylaws, a ballot may not be revoked. 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