Voting.

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

in effect

Ala. Code § 10A-3A-7.20 Members List for Meeting.

10A-3A-7.20. Members List for Meeting. (a) After fixing a record date for a meeting, a membership nonprofit corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of and to vote at the members’ meeting. Each list must be arranged by voting group (and within each voting group by class) and contain the address of, and number and class of members and votes held by, each member, and if the notice or other communications regarding the meeting have been or will be sent by the membership nonprofit corporation to a member by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that member. (b) The list of members entitled to notice shall be available for inspection by any member no later than the tenth day before each meeting of members; provided, however, if the record date for determining the members entitled to vote is less than 10 days before the meeting date, the list shall reflect the members entitled to vote as of the tenth day before the meeting date. The list shall be available (i) at the membership nonprofit corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to the list is provided with the notice of the meeting. In the event that the membership nonprofit corporation determines to make a list of members available on an electronic network, the membership nonprofit corporation may take reasonable steps to ensure that such information is available only to members of the membership nonprofit corporation. A member, or the member’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of Section 10A-3A-4.02(c), to copy a list of members, during regular business hours and at the member’s expense, during the period it is available for inspection. A membership nonprofit corporation may satisfy the member’s right to copy a list of members by furnishing a copy in the manner described in Section 10A-3A-4.03(b). A member and the member’s agent or attorney who inspects or is furnished a copy of a list of members under this subsection (b) or who copies the list under this subsection (b) may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential. (c) If the membership nonprofit corporation refuses to allow a member, or the member’s agent or attorney, to inspect a list of members before the meeting or any adjournment (or copy a list as permitted by subsection (b)), 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, on application of the member, may summarily order the inspection or copying at the membership nonprofit corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (d) Refusal or failure to prepare or make available a list of members does not affect the validity of action taken at the meeting. (e) Instead of making the list of members available as provided in subsection (b), a membership nonprofit corporation may state in a notice of meeting that the membership nonprofit corporation has elected to proceed under this subsection (e). If a membership nonprofit corporation has elected to proceed under this subsection (e), a member of that membership nonprofit corporation must state in that member’s demand for inspection a proper purpose for which inspection is demanded. Within three business days after receiving a demand under this subsection (e), the membership nonprofit corporation must deliver to the member making the demand an offer of a reasonable alternative method of achieving the purpose identified in the demand without providing access to or a copy of the list of members. An alternative method that reasonably and in a timely manner accomplishes the proper purpose set forth in the demand relieves the membership nonprofit corporation from making the list of members available under subsection (b), unless within a reasonable time after acceptance of the offer the membership nonprofit corporation fails to do the things it offered to do. Any rejection of the membership nonprofit corporation’s offer must be in writing and must indicate the reasons the alternative proposed by the membership nonprofit corporation does not meet the proper purpose of the demand. (f) The record of members of the membership nonprofit corporation shall be prima facie evidence as to who are the members entitled to examine the members’ list or record of members to vote at any meeting of members. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.21 Voting Entitlement of Members.

10A-3A-7.21. Voting Entitlement of Members. The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied as provided in the membership nonprofit corporation’s certificate of incorporation or bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.22 Proxies.

10A-3A-7.22. Proxies. (a) Except as otherwise provided in the certificate of incorporation or bylaws, a member may vote in person or by proxy. (b) A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney-in-fact. (c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the membership nonprofit corporation authorized to count votes. An appointment is valid for the term provided in the appointment form, and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection (d). (d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. (e) The death or incapacity of the member appointing a proxy does not affect the right of the membership nonprofit corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (f) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished. (g) Subject to Section 10A-3A-7.23 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a membership nonprofit corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment. (h) Nothing in this section shall be construed as limiting, or extending, authority granted under a durable power of attorney under Section 26-1-2 or Chapter 1A of Title 26, and any successor statute or statutes thereto. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.23 Acceptance of Votes and Other Instruments.

10A-3A-7.23. Acceptance of Votes and Other Instruments. (a) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment corresponds to the name of a member, the membership nonprofit corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appointment and give it effect as the act of the member. (b) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment does not correspond to the name of its member, the membership nonprofit corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appointment and give it effect as the act of the member if: (1) the member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the membership nonprofit corporation requests, evidence of fiduciary status acceptable to the membership nonprofit corporation has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment; (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the membership nonprofit corporation requests, evidence of this status acceptable to the membership nonprofit corporation has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment; (4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the member and, if the membership nonprofit corporation requests, evidence acceptable to the membership nonprofit corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, ballot, consent, waiver, member demand, or proxy appointment; or (5) two or more persons are the members as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. (c) The membership nonprofit corporation is entitled to reject a vote, ballot, consent, waiver, member demand, or proxy appointment if the person authorized to accept or reject that instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member. (d) Neither the membership nonprofit corporation or any person authorized by it, nor an inspector of election appointed under Section 10A-3A-7.28, that accepts or rejects a vote, ballot, consent, waiver, member demand, or proxy appointment in good faith and in accordance with the standards of this Section 10A-3A-7.23 or Section 10A-3A-7.22(b) is liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, member demand, or proxy appointment under this section is valid unless 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, determines otherwise. (f) If an inspector of election has been appointed under Section 10A-2A-7.28, the inspector of election also has the authority to request information and make determinations under subsections (a), (b), and (c). Unless otherwise provided in the certificate of incorporation or bylaws, any determination made by the inspector of election under those subsections is controlling. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.24 Quorum and Voting Requirements for Voting Groups.

10A-3A-7.24. Quorum and Voting Requirements for Voting Groups. (a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those votes exists with respect to that matter. Except as provided in the certificate of incorporation or bylaws, members representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (b) Except as otherwise provided in the certificate of incorporation or bylaws, once a member is present or represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation or bylaws require a greater number of affirmative votes. (d) An amendment of the certificate of incorporation or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or subsection (c) is governed by Section 10A-3A-7.26. (e) If a meeting cannot be organized because a quorum is not present, those members present may adjourn the meeting to a time and place as they may determine. The certificate of incorporation or bylaws may provide that when a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the certificate of incorporation, or the bylaws, nonetheless constitute a quorum if the original notice of the meeting, or a notice of the adjourned meeting, states that those members who attend a meeting that has been adjourned for lack of a quorum will constitute a quorum even though they are less than a quorum. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.25 Action by Single and Multiple Voting Groups.

10A-3A-7.25. Action by Single and Multiple Voting Groups. (a) If this chapter, the certificate of incorporation, or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-3A-7.24. (b) If this chapter, the certificate of incorporation, or the bylaws provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 10A-3A-7.24. Action may be taken by different voting groups on a matter at different times. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.26 Modification of Quorum or Voting Requirements.

10A-3A-7.26. Modification of Quorum or Voting Requirements. (a) The certificate of incorporation or bylaws may provide for a higher or lower quorum or voting requirement for members (or voting groups of members) than is provided for by this chapter. (b) An amendment to the certificate of incorporation or bylaws that adds, changes, or deletes a quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.27 Voting for Directors.

10A-3A-7.27. Voting for Directors. (a) Except as otherwise provided in the certificate of incorporation or bylaws, directors of a membership nonprofit corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) Members do not have a right to cumulate their votes for directors. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-7.28 Inspectors of Election.

10A-3A-7.28. Inspectors of Election. (a) A membership nonprofit corporation may appoint one or more inspectors to act at a meeting of members and make a written report thereof. The membership nonprofit corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of members, the person presiding at the meeting may appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection (b), and may rely on information provided by those persons and other persons, including those appointed to count votes, unless the inspectors believe reliance is unwarranted. (b) The inspectors must: (1) ascertain the number of members and their voting power; (2) determine the number of votes represented at the meeting and the validity of proxies and ballots; (3) count all votes; (4) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (5) certify their determination of the number of votes represented at the meeting, and their count of all votes. (c) No ballot, proxies, or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the designated court, and if none, the circuit court for the county in which the membership nonprofits corporation’s principal office is located in this state, and if none in this state, in the circuit court for the county in which the membership nonprofit corporation’s most recent registered office is located, upon application by a member, shall determine otherwise. (d) In performing their duties, the inspectors may examine: (1) the proxy appointment forms and any other information provided in accordance with Section 10A-3A-7.22; (2) any envelope or related writing submitted with those appointment forms; (3) any ballots; (4) any evidence or other information specified in Section 10A-3A-7.23; and (5) the relevant books and records of the membership nonprofit corporation relating to its members and their entitlement to vote. (e) The inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection (b). (f) An inspector and any person appointed by an inspector to assist with the inspector’s duties may, but need not, be a director, member, officer, or employee of the membership nonprofit corporation. A person who is a candidate for office to be filled at the meeting may not be an inspector or a person so appointed. 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