{"data":{"id":"us-al/ala.-code-10a-3a-9.22","jurisdiction":"us-al","citation":"Ala. Code § 10A-3A-9.22","heading":"Bylaw Amendments Requiring Member Approval.","body":"In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws:\n(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:\n(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;\n(2) Section 10A-3A-6.13 levying dues, assessments, or fees on some or all of the members;\n(3) Section 10A-3A-6.21 relating to the termination or suspension of members;\n(4) Section 10A-3A-8.08(a):\n(i) requiring cause to remove a director; or\n(ii) specifying what constitutes cause to remove a director; or\n(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.\n(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.\n(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:\n(1) is described in subsection (a) if the amendment would affect the members of that class differently than the members of another class; or\n(2) has any of the effects described in Section 10A-3A-9.04.\n(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.","path":["Title 10A Alabama Business and Nonprofit Entities Code.","Chapter 3A Alabama Nonprofit Corporation Law.","Article 9 Amendment of Certificate of Incorporation Laws.","Division B Amendment of Bylaws."],"source_url":"https://alison.legislature.state.al.us/code-of-alabama?section=10A-3A-9.22","current_through":"Act 2026-611","vintage":"","retrieved_at":"2026-09-03T14:01:54Z","sha256":"59a100e2ffa664fbea1862a36c4bff72688fc7c982a9668fc8193e4986a09f70","source_id":"us-al","stale":false,"prev":"us-al/ala.-code-10a-3a-9.21","next":"us-al/ala.-code-10a-3a-9.30"},"notice":"GroundRules: Original legal text. Not legal advice."}