(a) The members of a membership nonprofit corporation may amend or repeal the membership nonprofit corporation’s bylaws except as provided in the certificate of incorporation or bylaws.
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Terms Used In Alabama Code 10A-3A-9.20

  • 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.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • property: includes both real and personal property. See Alabama Code 1-1-1
(b) The board of directors of a membership nonprofit corporation or nonmembership nonprofit corporation may amend or repeal the nonprofit corporation’s bylaws, except as provided in the certificate of incorporation, bylaws, Section 10A-3A-9.21, or Section 10A-3A-9.22.
(c) Neither (i) a member of a membership nonprofit corporation nor (ii) a person or group of persons having rights under the certificate of incorporation, has a vested property right resulting from any provision in the bylaws, including provisions relating to management, control, or purpose of the nonprofit corporation.
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