Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Alabama

Short answer Alabama permits nonprofit board meetings inside or outside the state and ordinarily requires at least two days' notice for a special meeting; regular meetings may be held without notice. Directors attending through a connection where everyone can hear one another simultaneously count as present. A majority of the board size fixed in the certificate or bylaws ordinarily makes a quorum, and a majority of directors present at the vote acts for the board.

State

Alabama

Statute checked

September 30, 2026

Sources

7 statutes

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At a glance

Governing law and documents	Chapter 10A-3A nonprofit corporations; certificate/bylaws vary stated defaults, subject to one-third quorum floor (§§ 10A-3A-8.20, -8.22, -8.24).
Meeting type, caller, and place	Regular or special, in/out of Alabama; §§ 8.20, 8.22 name no general caller; organization meeting called by majority of named directors or incorporators (§§ 10A-3A-8.20, -2.04).
Regular meeting notice	No place/date/time/purpose notice by default unless certificate/bylaws provide otherwise (§ 10A-3A-8.22(a)).
Special meeting notice	At least two days' place/date/time notice by default; purpose only if certificate/bylaws require (§ 10A-3A-8.22(b)).
Notice waiver and objection	Signed written waiver delivered for records; attendance waives unless opening/arrival objection followed by no favorable vote or assent (§ 10A-3A-8.23).
Remote attendance	All participating directors must hear each other simultaneously; qualifying director deemed present unless certificate/bylaws restrict (§ 10A-3A-8.20(b)).
Quorum and minimum	Default majority of specified/fixed board size; certificate/bylaws may change number but not below one-third of that size (§ 10A-3A-8.24(a)-(b)).
Director proxy	Board-vote rule counts directors present and provides no director-proxy voting procedure (§ 10A-3A-8.24(c)).
Vote and assent	At quorum when vote taken, majority present unless greater vote required; present director deemed assenting absent specified objection or recorded/delivered dissent (§ 10A-3A-8.24(c)-(d)).

Requirements one by one

Meetings and notice

Section 10A-3A-8.20 permits regular or special board meetings inside or outside Alabama. Section 10A-3A-8.22(a) ordinarily permits a regular meeting without notice, while subsection (b) requires at least two days' notice of a special meeting's place, date, and time. The notice need not state its purpose unless the certificate or bylaws require that. Section 10A-3A-2.04 gives a separate organization-meeting caller to a majority of named initial directors or, if none are named, a majority of incorporators.

Quorum, voting, and presence

Section 10A-3A-8.24(a) measures default quorum against the board size specified or fixed under the certificate or bylaws. Subsection (b) prevents a lower quorum than one-third of that size. With quorum present at the vote, a majority of directors present ordinarily acts for the board. Section 10A-3A-8.20(b) counts a remote participant as present if all participating directors can hear one another simultaneously. The board-vote text in § 10A-3A-8.24(c) counts directors present and supplies no director-proxy voting procedure.

Waiver and assent

Under § 10A-3A-8.23, a director can sign a notice waiver before or after the meeting for delivery into corporate records. Attendance also waives required notice unless the director objects at the beginning or promptly on arrival and then does not vote for or assent to action. Section 10A-3A-8.24(d) addresses a separate issue: a present director is deemed to assent to action unless the director makes its specified opening objection, records dissent or abstention in the minutes, or delivers written notice at the specified time.

What trips people up

Quorum under § 10A-3A-8.24(a) starts from the specified or fixed board size. Filling fewer seats does not itself change that denominator. The certificate or bylaws can vary the quorum, but subsection (b) keeps a one-third floor.

Common questions

Can directors meet remotely? Yes, unless the certificate or bylaws restrict it. Section 10A-3A-8.20(b) requires a connection through which all participating directors can hear one another simultaneously.

Must the special-meeting notice explain the agenda? No, by default. Section 10A-3A-8.22(b) requires the place, date, and time; a purpose statement is needed if the certificate or bylaws require it.

Statutes and sources

Ala. Code § 10A-3A-2.04, current official text accessed September 30, 2026.
Ala. Code § 10A-3A-8.20, current official text accessed September 30, 2026.
Ala. Code § 10A-3A-8.22, current official text accessed September 30, 2026.
Ala. Code § 10A-3A-8.23, current official text accessed September 30, 2026.
Ala. Code § 10A-3A-8.24, current official text accessed September 30, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Ala. Code § 10A-3A-2.04 · accessed 2026-09-30

Ala. Code § 10A-3A-8.20 · accessed 2026-09-30

Ala. Code § 10A-3A-8.22 · accessed 2026-09-30

Ala. Code § 10A-3A-8.23 · accessed 2026-09-30

Ala. Code § 10A-3A-8.24 · accessed 2026-09-30

This page gives general legal information about board meeting, notice, quorum, remote attendance, director proxy, and vote rules for an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, and a corporation's membership structure may change the statutory default. Confirm the current official statute and governing documents, and seek qualified advice about a particular meeting or disputed board action.

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