Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Alabama

At a glance

Requirements one by one

Initial adoption and organization

Section 10A-3A-2.05(a) requires the incorporators or board to adopt initial bylaws. After incorporation, directors named in the certificate organize, appoint officers, and adopt bylaws under § 10A-3A-2.04(a). If no initial directors are named, incorporators meet to elect directors or a board that completes organization. Incorporators may act through written consents signed by each of them under subsection (b).

Content and amendment authority

Under § 10A-3A-2.05(b), bylaws may contain provisions consistent with law and the certificate of incorporation. Subsection (c) treats them as part of a binding contract between a membership corporation and its members, or a nonmembership corporation and its directors, subject to Chapter 3A.

Section 10A-3A-9.20 lets members of a membership corporation amend or repeal bylaws except as the certificate or bylaws provide. The board of a membership or nonmembership corporation may amend or repeal subject to those documents and §§ 10A-3A-9.21 and -9.22. The ordinary board vote under § 10A-3A-8.24(c) is a majority of directors present with quorum, unless a greater vote applies.

Member vote and class rights

At a member meeting, § 10A-3A-7.24(a) ordinarily requires a quorum representing a majority of votes entitled to be cast by each voting group. With quorum, subsection (c) approves ordinary action when votes favoring it exceed votes opposing it, subject to higher governing-document requirements. Section 10A-3A-9.22(c) requires an affected membership class to vote separately on certain bylaw amendments; if an amendment divides a class, subsection (d) requires approval by a majority of each new class. Under § 10A-3A-7.04(a), written consent may use the vote needed at a meeting where all entitled members were present, unless the certificate provides otherwise; subsection (b) gives a 60-day delivery window.

Notice and protected bylaws

Section 10A-3A-7.05(a) ordinarily requires member meeting notice 10 to 60 days before the meeting; a special meeting notice describes its purposes. Section 10A-3A-9.22(a) restricts board adoption or amendment of bylaws on unequal member rights, dues or assessments, member suspension or termination, and specified director-removal grounds and procedures, unless the certificate or bylaws provide otherwise. In a membership corporation, a member-adopted bylaw raising board quorum or vote, or requiring a member meeting place, may be changed only by members unless that bylaw provides otherwise under § 10A-3A-9.21(a). An amendment changing a member quorum or vote must satisfy the greater of the existing or proposed voting rules under § 10A-3A-7.26(b). Section 10A-3A-9.30 allows a certificate or bylaws to require a specified person's written approval of bylaw changes; removing that requirement needs the same approval.

Emergency bylaws and records

Unless the certificate says otherwise, § 10A-3A-2.06 permits emergency-only bylaws when a catastrophic event prevents a board quorum from readily assembling. Regular bylaws consistent with them continue; the emergency provisions stop applying when the emergency ends. Changes to emergency bylaws follow § 10A-3A-9.20.

Section 10A-3A-4.01(a)(3) requires the current bylaws among the corporation's maintained records; subsection (e) requires records to be available for inspection within a reasonable time. A member may inspect and copy bylaws at the principal office during regular business hours after a signed written demand at least five business days ahead under § 10A-3A-4.02(a).

What trips people up

The board's general power in § 10A-3A-9.20(b) yields to §§ 10A-3A-9.21 and -9.22. A dues bylaw or one changing class rights can therefore require member action even when the board normally edits bylaws. Section 10A-3A-9.30 also lets a specified person or group retain a written-approval right embedded in the certificate or bylaws.

Common questions

Can incorporators organize without a meeting? Yes. Section 10A-3A-2.04(b) allows a written action signed by every incorporator.

Does the board alone set new member dues? Section 10A-3A-9.22(a)(2) restricts its power to adopt or amend a bylaw levying dues, assessments, or fees when the membership corporation has members, subject to the certificate or bylaws.

Can a member read the current bylaws? Section 10A-3A-4.02(a) provides inspection and copying after a signed written demand made at least five business days before the requested inspection.

Statutes and sources

• Ala. Code § 10A-3A-2.04, accessed 2026-09-30.
• Ala. Code § 10A-3A-2.05, accessed 2026-09-30.
• Ala. Code § 10A-3A-2.06, accessed 2026-09-30.
• Ala. Code § 10A-3A-9.20, accessed 2026-09-30.
• Ala. Code § 10A-3A-9.21, accessed 2026-09-30.
• Ala. Code § 10A-3A-9.22, accessed 2026-09-30.
• Ala. Code § 10A-3A-9.30, accessed 2026-09-30.
• Ala. Code § 10A-3A-7.24, accessed 2026-09-30.
• Ala. Code § 10A-3A-7.26, accessed 2026-09-30.
• Ala. Code § 10A-3A-8.24, accessed 2026-09-30.
• Ala. Code § 10A-3A-4.01, accessed 2026-09-30.
• Ala. Code § 10A-3A-7.05, accessed 2026-09-30.
• Ala. Code § 10A-3A-7.04, accessed 2026-09-30.
• Ala. Code § 10A-3A-4.02, accessed 2026-09-30.