Nonprofit Corporation Articles Amendment Approval and Filing in Alabama

At a glance

Requirements one by one

Amendment power and approval

§ 10A-3A-9.01(a) allows a nonprofit corporation to change a certificate term permitted as of the amendment's effective date or delete one no longer required. After a membership nonprofit has admitted members, § 10A-3A-9.03(a)–(b) requires the board to adopt the proposed amendment first and ordinarily recommend approval. If a conflict of interest or other special circumstance leads the board not to recommend it, the board must tell members why.

The member meeting must have a quorum consisting of a majority of votes entitled to be cast on the amendment (§ 10A-3A-9.03(e)). § 10A-3A-7.24(c) supplies the ordinary group vote: favorable votes must exceed opposing votes, subject to a higher certificate or bylaw requirement. The certificate or board may demand a greater amendment vote or quorum under § 10A-3A-9.03(e). A change to a quorum or voting requirement must satisfy the greater of the existing and proposed rules under § 10A-3A-7.26(b).

Classes and specified approvers

§ 10A-3A-9.04(a) gives an affected class a separate vote for specified reclassifications, changed rights, or membership-class changes. If only some members of a class are affected, they vote as a group under subsection (c); similarly affected classes vote together under subsection (d), unless the board conditions approval on separate votes. A split into new classes needs approval by a majority of the members of each resulting class under subsection (b). Section 10A-3A-9.30(a), (c) lets the certificate require a specified person or group's written approval and protects that approval requirement against change without that person's or group's written consent.

Before members and without members

Before the first member is admitted, § 10A-3A-9.02 permits the board, or incorporators if there is no board, to adopt the amendment, subject to § 10A-3A-9.30. Under § 10A-3A-9.05, a nonmembership nonprofit ordinarily uses its board, or its incorporators before an initial board is named or chosen; any certificate-designated approver still acts. After members have been admitted, § 10A-3A-9.03(g) allows the board to act without member approval only for the listed duration extension, deletion of historical incorporator or director names, deletion of an initial office or agent after a change filing, deletion of an empty class, or a compliant name change, unless the certificate says otherwise.

Notice, filing, and effect

For a member meeting, § 10A-3A-9.03(d) requires notice of the amendment purpose plus its text. § 10A-3A-7.04(a) also permits member written consent by the meeting-equivalent vote unless the certificate says otherwise; subsection (d) requires notice to nonconsenting voting members within 10 days after sufficient nonunanimous consents. Board action without a meeting requires each director's signed consent under § 10A-3A-8.21(a).

After approval, § 10A-3A-9.06(a) requires a certificate of amendment with the corporate name, amendment text, adoption date, adoption-route statement, Secretary of State identifier, and any required implementation of a membership exchange, reclassification, or cancellation. § 10A-3A-1.04(a)(2), (b) ordinarily lets an authorized officer sign, with alternate director or member signers when the instrument shows no authorized officers. The corporation delivers the certificate to the Secretary of State; the fee is $100 under § 10A-1-4.31(a)(1)b.

The amendment takes effect under § 10A-3A-9.06(b) and § 10A-1-4.11 when the filing officer actually receives it, unless a permitted later time is specified under § 10A-1-4.12, no more than 90 days after delivery. A restated certificate containing a new amendment needs the applicable amendment approvals (§ 10A-3A-9.07(b)), and a restatement takes effect with its filing (§ 10A-3A-9.10(a)).

What trips people up

A board-only name change under § 10A-3A-9.03(g)(5) may still need a certificate-designated person's written approval under § 10A-3A-9.30(a). Meeting notice must include the proposed amendment itself, not just announce a vote (§ 10A-3A-9.03(d)). Section 10A-3A-9.06(a)(6) prints a cross-reference to “10A-9A-9.30”; the operative approval provision for this nonprofit certificate is § 10A-3A-9.30.

Common questions

Can a restatement include a new change?

Yes. Section 10A-3A-9.07(b) requires the new amendment to pass through the applicable approval route; a restatement that only consolidates prior amendments has a separate board route under subsection (a).

Does changing the corporate name end a pending case under the former name?

No. § 10A-3A-9.09(b) says the name change does not affect a proceeding brought by or against the corporation under its former name.

Statutes and sources

The verbatim excerpts, section-specific official URLs, and access dates are recorded in the statute entries above.