(a) Except as set forth in Section 10A-3A-2.04, the directors of a membership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certificate of incorporation or bylaws, the directors of a membership nonprofit corporation are elected by the members entitled to vote at the time at the first annual meeting of members, and at each annual meeting thereafter.
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Terms Used In Alabama Code 10A-3A-8.04

  • certificate of incorporation: as used in this chapter is synonymous to the term certificate of formation used in Chapter 1. See Alabama Code 10A-3A-1.02
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(b) Except as set forth in Section 10A-3A-2.04, the directors of a nonmembership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certificate of incorporation or bylaws, the directors are elected by the board.
(c) If the certificate of incorporation or bylaws divide, or authorize dividing, the members into classes, the certificate of incorporation or bylaws may also authorize the election of all or a specified number of directors by one or more authorized classes of members. A class or multiple classes of members entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
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