Alabama § 10A-3A-9.22 - Bylaw Amendments Requiring Member Approval.

§ 10A-3A-9.22. Bylaw Amendments Requiring Member Approval.

In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws:

(a) The board of directors of a membership nonprofit corporation that has one or more members at the time may not adopt or amend a bylaw under:

(1) Section 10A-3A-6.10 providing that some of the members shall have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships, or other matters;

(2) Section 10A-3A-6.13 levying dues, assessments, or fees on some or all of the members;

(3) Section 10A-3A-6.21 relating to the termination or suspension of members;

(4) Section 10A-3A-8.08(a):

(i) requiring cause to remove a director; or

(ii) specifying what constitutes cause to remove a director; or

(5) Section 10A-3A-8.08(e) relating to the removal of a director who is designated in a manner other than election or appointment.

(b) The board of directors of a membership nonprofit corporation may not amend the certificate of incorporation or bylaws to vary the application of subsection (a) to the membership nonprofit corporation.

(c) If a membership nonprofit corporation has more than one class of members, the members of a class are entitled to vote as a separate voting group on an amendment to the bylaws that:

(1) is described in subsection (a) if the amendment would affect the members of that class differently than the members of another class; or

(2) has any of the effects described in Section 10A-3A-9.04.

(d) If a class of members will be divided into two or more classes by an amendment to the bylaws, the amendment must be approved by a majority of the members of each class that will be created.