{"data":{"id":"us-al/ala.-code-10a-2a-7.25","jurisdiction":"us-al","citation":"Ala. Code § 10A-2A-7.25","heading":"Quorum and Voting Requirements for Voting Groups.","body":"(a) Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares of stock exists with respect to that matter. Unless the certificate of incorporation provides otherwise, stock 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. Whenever this chapter requires a particular quorum for a specified action, the certificate of incorporation may not provide for a lower quorum.\n(b) Once a share of stock is represented for any purpose at a meeting, it 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.\n(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 requires a greater number of affirmative votes.\n(d) An amendment of the certificate of incorporation 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-2A-7.27.\n(e) The election of directors is governed by Section 10A-2A-7.28.\n(f) Whenever a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in Section 10A-2A-10.04(c) for amendments of the certificate of incorporation apply to that provision.","path":["Title 10A Alabama Business and Nonprofit Entities Code.","Chapter 2A Alabama Business Corporation Law.","Article 7 Stockholders.","Division B Voting."],"source_url":"https://alison.legislature.state.al.us/code-of-alabama?section=10A-2A-7.25","current_through":"Act 2026-611","vintage":"","retrieved_at":"2026-09-03T14:01:53Z","sha256":"e856eefe3d3b055aff40d842da9a5f8f41d74bdbe0dac4d68b849bd6a914997a","source_id":"us-al","stale":false,"prev":"us-al/ala.-code-10a-2a-7.24","next":"us-al/ala.-code-10a-2a-7.26"},"notice":"GroundRules: Original legal text. Not legal advice."}