Corporate Director Removal and Board-Vacancy Requirements in Alabama

At a glance

Requirements one by one

Alabama's ordinary director rules appear in Title 10A, Chapter 2A.

Certificate and bylaws can change the default removal vote

Ala. Code § 10A-2A-8.08 allows stockholders to remove one or more directors with or without cause unless the certificate makes removal cause-only. Votes cast for removal must exceed votes cast against, but the certificate or bylaws may require a greater number. Ala. Code § 10A-2A-7.25 states the same ordinary votes-cast action rule and permits a greater certificate threshold.

Only the voting group that elected a director participates. Alabama has no default cumulative voting; the certificate must opt in under Ala. Code § 10A-2A-7.28. If cumulation applies, votes sufficient to elect the director block meeting removal, and less-than-unanimous written consent cannot remove the director.

Classified terms are certificate-authorized under Ala. Code § 10A-2A-8.06 but create no separate cause-only removal rule or vacancy-appointee protection.

The written-consent and meeting-only clauses pull in different directions

Ala. Code § 10A-2A-8.08(c) expressly states what happens “in the case of an action by written consent” and bars less-than-unanimous consent removal when cumulative voting applies. Ala. Code § 10A-2A-7.04 generally authorizes meeting-equivalent written consent unless the certificate provides otherwise.

Yet Ala. Code § 10A-2A-8.08(d) immediately says a director may be removed by stockholders “only at a meeting” called for removal, with notice stating that purpose. The current text does not supply an express reconciliation. A corporation should not treat written-consent removal as procedurally settled without addressing both provisions.

For a meeting, Ala. Code §§ 10A-2A-7.02 and 10A-2A-7.05 use board or certificate/bylaw call authority and ten-to-sixty-day notice. Stockholders have no default demand percentage; the certificate or bylaws must create that route and set its percentage. The surveyed provisions state no director statement or hearing right and no separate delayed removal-effective-time rule.

A court may remove or order other relief

Ala. Code § 10A-2A-8.09 authorizes removal or other relief in a proceeding by or in the right of the corporation. The court must find fraudulent conduct toward the corporation or stockholders, gross abuse of the director position, or intentional corporate harm, and must consider the course of conduct, inadequate alternative remedies, and the corporation's best interest.

The court may bar reelection for the period it prescribes. A stockholder proceeding on the corporation's behalf follows the statute's derivative-action requirements. The ordinary provisions state no separate board-removal or automatic-disqualification route.

Resignation may depend on a future event

Ala. Code § 10A-2A-8.07 requires written notice to the board or its chair, the secretary, or the corporation. Effectiveness follows Ala. Code § 10A-2A-1.41(i)'s delivery rules unless the notice delays it to a date or future event.

A resignation conditioned on failing to receive a specified election vote may state that it is irrevocable. The section states no general withdrawal or other irrevocability rule.

Vacancy terms differ for classified and unclassified seats

Unless the certificate provides otherwise, Ala. Code § 10A-2A-8.10 authorizes stockholders or the board to fill a vacancy, including a newly created seat. If remaining directors are below quorum, a majority of all remaining directors may fill it.

For a voting-group seat, only that group's stockholders may vote if stockholders fill, and only remaining directors elected by that group may vote if directors fill, even below quorum. A later-date vacancy may be filled early, but the new director cannot take office before it occurs.

Under Ala. Code § 10A-2A-8.05(d), an ordinary vacancy replacement's term ends at the next stockholder meeting at which directors are elected. A replacement in a staggered group instead serves through the next election of that group and until a successor is elected and qualified.

If no directors remain, stockholders are still an express vacancy filler. Alabama states no special officer, shareholder-fiduciary, or court-ordered election route for that condition; certificate/bylaw meeting-call authority or the general written-consent route for filling the vacancy therefore matters.

What trips people up

The consent issue cannot be answered from only one subsection. Section 8.08(c) recognizes consent removal while subsection (d) says meeting-only; both are in the current official text.

A failed-election resignation may be made irrevocable and depend on a future event. That narrow permission should not be generalized to every resignation.

Common questions

Can reducing board size end an incumbent's term?

No. Ala. Code § 10A-2A-8.05(c) says a decrease in the number of directors does not shorten an incumbent's term.

Is there a fixed stockholder percentage for a judicial-removal suit?

No. Ala. Code § 10A-2A-8.09 uses a corporate or derivative proceeding rather than a stated minimum ownership percentage, and the derivative requirements still apply.

Statutes and sources

• Ala. Code §§ 10A-2A-1.41, 10A-2A-7.02, 10A-2A-7.04, 10A-2A-7.05, 10A-2A-7.25, and 10A-2A-7.28 — notice effectiveness, meeting call, written consent, meeting notice, action voting, and cumulative voting. Official ALISON Code text, accessed August 25, 2026.
• Ala. Code §§ 10A-2A-8.04 through 10A-2A-8.10 — class/series seats, terms, staggering, resignation, stockholder and judicial removal, and vacancy filling. Official ALISON Code text, accessed August 25, 2026.