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Alabama · Through Act 2026-611

Ala. Code § 10A-3-2.11: Quorum of Directors.

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Where this section sits in the code
  1. Title 10A Alabama Business and Nonprofit Entities Code.
  2. Chapter 3 Nonprofit Corporations.
  3. Article 2 Substantive Provisions.
  4. Division A Members and Directors.

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation’s governing documents.

(b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.

Collected 2026-09-03T14:01:53Z. Source file · JSON

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