In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws:

(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:

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Terms Used In Alabama Code 10A-3A-9.22

  • 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) 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;
(2) Section 10A-3A-6.13 levying dues, assessments, or fees on some or all of the members;
(3) Section 10A-3A-6.21 relating to the termination or suspension of members;
(4) Section 10A-3A-8.08(a):

(i) requiring cause to remove a director; or
(ii) specifying what constitutes cause to remove a director; or
(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.
(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.
(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:

(1) is described in subsection (a) if the amendment would affect the members of that class differently than the members of another class; or
(2) has any of the effects described in Section 10A-3A-9.04.
(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.
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