Alabama § 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.