Corporate Board Meeting and Written-Consent Requirements in Alabama

At a glance

Requirements one by one

The board ordinarily exercises and oversees corporate power

The Alabama Business Corporation Law is Chapter 2A of Title 10A together with applicable Chapter 1 provisions. Ala. Code § 10A-2A-8.01 requires a board and makes it the ordinary source of corporate power, management direction, and oversight, subject to a qualifying shareholder agreement and permitted limits in the certificate of incorporation.

Ala. Code § 10A-2A-8.03 permits one or more directors. The certificate or bylaws specifies the number or the method for fixing it and controls later increases or decreases.

Ordinary caller and adjournment rules come from the documents

Ala. Code § 10A-2A-8.20 permits regular and special meetings inside or outside Alabama. The current meeting provisions do not name a default ordinary caller or adjournment rule, so the certificate or bylaws must supply those details.

Emergency procedure is separate. Section 10A-2A-2.06 permits emergency bylaws to change board-call procedure, quorum, and substitute-director rules when a catastrophic event prevents a quorum from being readily assembled. Ala. Code § 10A-2A-3.03 then permits notice only to directors practicable to reach, by any practicable method, and permits officers to be treated as directors as needed to achieve quorum.

Special meetings default to two days' notice

Under § 10A-2A-8.22, a regular meeting may occur without notice unless the certificate or bylaws provides otherwise. A special meeting defaults to at least two days' notice of the place, if any, date, and time. Purpose is not required unless the certificate or bylaws says it is.

Ala. Code § 10A-2A-1.41 permits any delivery method subject to its electronic- transmission conditions, and the certificate or bylaws may authorize or require electronic board-meeting notice. Under § 10A-2A-8.23, a written signed waiver must be delivered for the minutes or corporate records. Attendance also waives notice unless the director timely objects and then does not vote for or assent to the action.

Remote participation requires simultaneous hearing

Unless the certificate or bylaws restrict it, § 10A-2A-8.20(b) permits any or all directors to participate through a communications method by which all participating directors simultaneously hear one another. Qualifying participation counts as presence in person. A sequential message exchange must use the consent route rather than being treated as a meeting.

Quorum follows the specified or fixed board number

Ala. Code § 10A-2A-8.24 makes a majority of the number specified in or fixed under the certificate or bylaws the default quorum. It does not supply a different formula for a variable-range board. The documents may require more or less, but a reduced quorum cannot fall below one-third of the specified or fixed number.

The ordinary vote rule applies only if quorum is present when the vote is taken. Losing quorum before the vote therefore removes the ordinary statutory basis for action.

A majority present acts, and presence can imply assent

With quorum present, § 10A-2A-8.24(c) makes the affirmative vote of a majority of directors present the board's ordinary act unless the certificate, bylaws, or another chapter provision requires more.

A present director is deemed to assent unless the director timely objects to the meeting, has dissent or abstention entered in the minutes, or gives written notice to the presiding officer before adjournment or to the corporation immediately afterward. A director who voted for the action cannot use that dissent or abstention route.

Consent is unanimous, delivery-based, and may be future-effective

Unless the certificate or bylaws requires a meeting, § 10A-2A-8.21 requires each director to sign a consent describing the action and deliver it to the corporation. The action becomes the board's act when the corporation receives one or more consents signed by all directors.

A signer may provide for the consent to become effective at a future time or on an event no later than 60 days after the instruction or provision is made, if the corporation receives evidence of it. A director may withdraw by signed revocation delivered before all unrevoked signed consents have been delivered. Under § 10A-1-1.03, signing and writing include qualifying electronic forms.

A board committee may have one director

Under § 10A-2A-8.25, a board committee may have one or more directors. Creating it and appointing members requires the greater of a majority of all directors in office or the number the certificate or bylaws requires for board action, unless the chapter or certificate provides otherwise. The board's meeting, consent, notice, waiver, quorum, and voting provisions apply to the committee.

A committee may not freely authorize distributions, approve shareholder- required action, fill board or committee vacancies, adopt or change bylaws, or amend or restate the certificate. The board may appoint director alternates.

Board and committee actions must remain inspectable

Section 10A-2A-16.01 requires minutes of board meetings and records of action without a meeting by the board and its committees. The corporation must keep them in a manner that permits inspection within a reasonable time.

Procedure does not settle every duty or conflict question. Ala. Code §§ 10A-2A-8.30 and 10A-2A-8.60 separately govern director conduct and current conflicting-interest safe-harbor procedure, including required disclosure and a majority of at least two qualified directors for the board route.

What trips people up

Vacancies do not automatically rewrite the quorum denominator. If the certificate or bylaws fixes a five-director board and one seat becomes vacant, the default quorum remains three unless the fixed number itself is validly changed.

The 60-day consent rule limits the future-effective instruction; it is not a 60-day collection window for signatures. The board's act still requires the delivery of consents signed by all directors.

A one-director committee is possible, but the board-wide vote needed to create and staff it is measured under § 10A-2A-8.25(b), not by the committee's own future quorum.

Common questions

May an Alabama corporation have only one director?

Yes. Section 10A-2A-8.03 expressly permits a board of one or more individuals, subject to the number fixed under the certificate or bylaws.

Can a director revoke a written consent?

Yes, before the action becomes effective. The director must sign and deliver the revocation before the corporation receives unrevoked consents signed by all directors.

Does a unanimous consent resolve an interested-director problem?

Not by itself. Current § 10A-2A-8.60 separately addresses conflicting-interest transactions, disclosure, qualified-director approval, stockholder approval, and fairness. The consent must satisfy that separate framework when it applies.

Statutes and sources

• Ala. Code §§ 10A-2A-1.01, 10A-2A-8.01, and 10A-2A-8.03 — Act name, board authority, and board size. Current official ALISON section text, accessed August 16, 2026: https://alison.legislature.state.al.us/code-of-alabama
• Ala. Code §§ 10A-2A-2.06 and 10A-2A-3.03 — emergency bylaws, notice, substitutes, and catastrophic-event boundary. Same official source and access date.
• Ala. Code §§ 10A-2A-1.41 and 10A-2A-8.20 through 10A-2A-8.25 — notice, meetings, remote participation, consent, waiver, quorum, voting, dissent, and committees. Same official source and access date.
• Ala. Code §§ 10A-2A-8.30 and 10A-2A-8.60 — director duties and current conflicting-interest procedure. Same official source and access date.
• Ala. Code § 10A-2A-16.01 — board and committee records. Same official source and access date.
• Ala. Code § 10A-1-1.03 — electronic signature, transmission, and writing definitions. Same official source and access date.