Ala. Code § 10A-3A-9.05: Amendment of Certificate of Incorporation of Nonmembership Nonprofit Corporation.

Except as otherwise provided in the certificate of incorporation:

(1) the board of directors of a nonmembership nonprofit corporation, or if the initial board of directors of a nonmembership nonprofit corporation is not named in the certificate of incorporation and has not yet been elected, appointed, or designated, its incorporators may adopt amendments to the nonmembership nonprofit corporation’s certificate of incorporation; and

(2) an amendment adopted under this section must also be approved by that person or group of persons, if any, whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-9.30.