Except as provided in the certificate of incorporation or bylaws:

(a) If a membership nonprofit corporation has more than one class of members, the members of each class are entitled to vote as a separate voting group (if member voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would:

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Terms Used In Alabama Code 10A-3A-9.04

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
(1) effect an exchange or reclassification of all or part of the memberships of the class into memberships of another class;
(2) effect an exchange or reclassification, or create the right of exchange, of all or part of the memberships of another class into memberships of the class;
(3) change the rights, preferences, or limitations of all or part of the memberships of the class;
(4) change the rights, preferences, or limitations of all or part of the memberships of the class by changing the rights, preferences, or limitations of another class;
(5) create a new class of memberships having rights or preferences that are prior or superior to the other memberships;
(6) increase or decrease the number of memberships authorized for the class;
(7) increase or decrease the number of memberships authorized for another class; or
(8) authorize a new class of memberships.
(b) If a class of members will be divided into two or more classes by an amendment to the certificate of incorporation, the amendment must be approved by a majority of the members of each class that will be created.
(c) If a proposed amendment would affect less than all of the members of a class in one or more of the ways described in subsection (a), the members so affected are entitled to vote as a separate voting group on the proposed amendment.
(d) If a proposed amendment that entitles the holders of two or more classes of memberships to vote as separate voting groups under this section would affect those two or more classes in the same or a substantially similar way, the holders of the memberships of all the classes so affected shall vote together as a single voting group on the proposed amendment, unless added as a condition by the board of directors pursuant to Section 10A-3A-9.03(c).
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