Corporate Bylaws - Alabama

BYLAWS OF [CORPORATION NAME]

(Alabama corporation)

Certificate-first gate. Ala. Code § 10A-2A-2.05 permits bylaws only to the extent they are not inconsistent with law or the certificate of incorporation. Counsel must compare every bracketed choice with the filed certificate, stock rights, shareholder agreements, and any regulated-business requirements.

No bylaw exculpation in this form. Section 10A-2A-2.02(b)(4) places a provision eliminating or limiting director or officer monetary liability in the certificate of incorporation and supplies specific exceptions. These bylaws do not create that protection.

ARTICLE I — CORPORATE RECORD

1.1 Corporation

The name of the corporation is [CORPORATION NAME] (the “Corporation”). These Bylaws are adopted under Ala. Code § 10A-2A-2.05 and are subject to the Corporation's certificate of incorporation (the “Certificate”).

1.2 Principal and Registered Offices

The principal office is [ADDRESS]. The Corporation shall maintain the registered office and registered agent shown in its current state filing and shall update that filing through the legally required process.

1.3 Corporate Records

The officer assigned under Section 5.2 shall maintain and authenticate the records required by law, including governing documents, minutes, written consents, stockholder records, and resolutions.

ARTICLE II — STOCKHOLDERS

2.1 Annual Meeting

Unless directors are elected by a lawful written consent in lieu of a meeting, an annual meeting shall be held on [DATE OR METHOD FOR FIXING DATE] to elect directors and conduct other properly presented business. The Board may select a lawful physical or remote-meeting format. See Ala. Code § 10A-2A-7.01.

2.2 Special Meetings

The Board may call a special meeting. The [CHAIR / PRESIDENT / CHIEF EXECUTIVE OFFICER / OTHER PERSON] may also call a special meeting.

Optional stockholder-demand right — select one:

• ☐ No stockholder-demand right is created by these Bylaws.
• ☐ Stockholders holding at least [PERCENT]% of votes entitled to be cast on the proposed matter may demand a special meeting by signed writings delivered to the Corporation. Counsel shall complete the record-date and 60-day signature-delivery mechanics required by Ala. Code § 10A-2A-7.02(b).

Only business within the purposes described in the special-meeting notice may be conducted at that meeting.

2.3 Notice

The Corporation shall give notice of each annual and special meeting no fewer than 10 and no more than 60 days before the meeting date. The notice shall state the place, if any, date, and time; include remote-participation information when applicable; and describe every purpose of a special meeting. Ala. Code § 10A-2A-7.05.

2.4 Quorum and Voting

Unless the Certificate or a nonwaivable statutory rule requires otherwise, stock representing a majority of the votes entitled to be cast by a voting group constitutes a quorum. Once a quorum exists, an ordinary matter other than election of directors is approved when votes cast in favor exceed votes cast against. Ala. Code § 10A-2A-7.25.

Director elections, class or series voting, and any greater Certificate threshold shall be handled under the applicable Certificate and statutory rule rather than this ordinary-vote clause.

2.5 Proxies and Record Dates

Proxies and record dates shall be established and documented under the Certificate, these Bylaws, and current Alabama law. The Secretary shall preserve each proxy, consent, revocation, and Board action fixing a record date.

2.6 Meeting Procedure

The chair of the meeting shall use a procedure that permits orderly presentation, voting, and a reliable record. The Board may adopt reasonable meeting rules that do not alter substantive voting rights.

ARTICLE III — BOARD OF DIRECTORS

3.1 Number and Term

The Board consists of [NUMBER] director(s). The number may be changed in the manner authorized by the Certificate or these Bylaws, but the Board shall consist of one or more individuals. Ala. Code § 10A-2A-8.03.

Each director serves until the applicable successor is elected and qualified or until earlier death, resignation, or removal, subject to the Certificate and current law.

3.2 Powers

The Board manages or directs the Corporation's business and affairs, subject to the Certificate, stockholder rights, valid agreements, and nonwaivable law.

3.3 Regular and Special Meetings

Regular meetings may be held on a schedule fixed by the Board. Special meetings may be called by [PERSON OR NUMBER OF DIRECTORS].

Directors may participate through a communication method by which all participating directors can simultaneously hear one another. Ala. Code § 10A-2A-8.20.

3.4 Notice of Special Board Meeting

Unless the Certificate or an amendment to these Bylaws provides a different period, a special Board meeting requires at least two days' notice of its place, if any, date, and time. The notice need not state the purpose unless the Certificate or these Bylaws require it. Ala. Code § 10A-2A-8.22.

3.5 Quorum and Voting

A majority of the fixed number of directors constitutes a quorum. The quorum may be changed only within Ala. Code § 10A-2A-8.24, which does not permit a quorum below one-third of the fixed number. If a quorum is present, the affirmative vote of a majority of directors present is Board action unless a greater vote is required.

3.6 Action Without a Meeting

Board action without a meeting requires a signed consent describing the action from every director and delivery of the consent to the Corporation. The action becomes Board action as provided by Ala. Code § 10A-2A-8.21. The Secretary shall preserve every consent and any timely revocation.

3.7 Vacancies, Resignation, and Removal

Counsel shall apply the current Certificate and statutory route to each vacancy, resignation, or removal. No vacancy is filled solely from this clause without confirming who has appointment authority and the vote required.

3.8 Compensation and Conflicts

The Board may approve director compensation and reimbursement after documenting conflicts, disinterested approval, and any applicable statutory or contractual limits.

ARTICLE IV — BOARD COMMITTEES

4.1 Establishment and Membership

The Board may establish one or more committees composed exclusively of one or more directors. Establishment and appointment must satisfy Ala. Code § 10A-2A-8.25(b).

4.2 Limits

No committee may:

1. Authorize or approve distributions except within a Board-prescribed formula, method, or limit;
2. Approve or propose an action that requires stockholder approval;
3. Fill Board vacancies or committee vacancies except as permitted by § 10A-2A-8.25(e); or
4. Adopt, amend, or repeal bylaws or amend or restate the Certificate.

Committee meeting, notice, quorum, voting, and consent rules shall follow §§ 10A-2A-8.20 through 10A-2A-8.24 as applicable.

ARTICLE V — OFFICERS

5.1 Offices and Appointment

The Corporation shall have the officers described in the Certificate or these Bylaws and any additional officers appointed by the Board. The same individual may hold more than one office unless the Certificate or these Bylaws provide otherwise. Ala. Code § 10A-2A-8.40.

Initial offices:

• President or Chief Executive Officer: [NAME]
• Secretary: [NAME]
• Treasurer or Chief Financial Officer: [NAME]
• Other: [TITLE / NAME]

5.2 Records Officer

The [SECRETARY / OTHER OFFICER] is assigned responsibility for maintaining and authenticating the records required to be kept under Alabama law.

5.3 Authority and Duties

Each officer has the authority and duties assigned by the Board, the Certificate, these Bylaws, and written delegations. A title alone does not expand authority beyond those sources.

5.4 Removal, Resignation, and Vacancies

The Board may remove an officer and may fill a vacancy subject to the Certificate, contract rights, and current law. An officer may resign by signed notice delivered to the Corporation; counsel shall determine the effective time and any contract consequences.

ARTICLE VI — INDEMNIFICATION, ADVANCEMENT, AND INSURANCE

6.1 Mandatory Indemnification

The Corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in defending a proceeding to which the director was a party because of service as a director, for expenses incurred in that proceeding, as required by Ala. Code § 10A-2A-8.52.

6.2 Permissive Director Indemnification

The Corporation may indemnify a director only after the applicable standards, exclusions, determination, and authorization requirements in Division E of Article 8 are satisfied. Section 10A-2A-8.51 does not permit a blanket payment merely because the person served as a director.

6.3 Officers

An officer's indemnification and advancement rights shall be determined under Ala. Code § 10A-2A-8.56, including its distinction between officers who are directors and officers who are not directors.

6.4 Advancement

Before final disposition, the Corporation may advance or reimburse a director's expenses only after receiving the signed repayment undertaking and obtaining the authorization required by Ala. Code § 10A-2A-8.53. The undertaking is not replaced by a general promise in these Bylaws.

6.5 Insurance

The Corporation may purchase and maintain insurance described in Ala. Code § 10A-2A-8.57. The policy terms, insured persons, exclusions, retention, limits, and notice obligations control coverage and shall be reviewed separately.

6.6 No Exculpation or Fee-Shifting Clause

These Bylaws do not eliminate or limit monetary liability of a director or officer and do not shift a stockholder's attorney fees. Counsel shall review the Certificate and Ala. Code § 10A-2A-2.02 before proposing either subject.

ARTICLE VII — STOCK AND OWNERSHIP RECORDS

7.1 Stock Ledger

The Corporation shall maintain an accurate stock ledger showing each holder, class or series, shares held, issuances, transfers, cancellations, restrictions, and relevant dates.

7.2 Certificates and Uncertificated Stock

The Board shall determine whether stock is certificated or uncertificated only after reviewing the Certificate, stock terms, legends, transfer restrictions, and current statutory requirements. Any certificate signatures and notices shall follow the current applicable rule.

7.3 Transfers

The Corporation shall record a transfer only after reviewing authority, endorsements or instructions, restrictions, securities-law requirements, tax holds, and any shareholder agreement. These Bylaws do not create a right of first refusal or other transfer restriction.

ARTICLE VIII — GENERAL PROVISIONS

8.1 Fiscal Year and Banking

The fiscal year ends [DATE]. Funds shall be held in accounts approved by the Board, subject to the signing and control resolutions then in effect.

8.2 Electronic Records and Signatures

The Corporation may use electronic records, notices, consents, and signatures only when the selected method satisfies the applicable corporate statute, filing rule, recipient-consent requirement, and record-retention process.

8.3 Governing Documents Control

If these Bylaws conflict with nonwaivable law or the Certificate, the controlling law or Certificate governs. Counsel shall amend the conflicting text rather than rely on this savings clause.

8.4 No Forum, Arbitration, Jury-Waiver, or Bond Waiver

These Bylaws do not select an exclusive forum, mandate arbitration, waive a jury, guarantee injunctive relief, or waive security for an injunction. Counsel may propose a separate provision only after verifying present authority, scope, adoption procedure, notice, consent, and enforceability.

ARTICLE IX — AMENDMENTS

9.1 Stockholder Authority

Stockholders may amend or repeal these Bylaws under Ala. Code § 10A-2A-10.20(a), subject to the Certificate and any special voting rule.

9.2 Board Authority

The Board may amend or repeal these Bylaws unless the Certificate, § 10A-2A-10.21 or § 10A-2A-10.22 when applicable, or a qualifying stockholder-adopted restriction reserves or limits that authority. Ala. Code § 10A-2A-10.20(b).

9.3 Amendment Record

Each amendment shall identify the adopting body, authority, vote, effective time, and affected sections. The Secretary shall preserve the resolution, notice, consent, minutes, and conformed Bylaws.

ADOPTION CERTIFICATE

The undersigned certifies that these Bylaws were adopted by [INCORPORATORS / BOARD] on [__/__/____], after comparison with the filed Certificate and current Alabama law.

SOURCES AND REFERENCES

• Alabama Code § 10A-2A-2.02 and § 10A-2A-2.05 — Certificate and bylaw provisions.
• Alabama Code Article 7 — stockholder meetings and voting.
• Alabama Code Article 8 — directors, officers, committees, and indemnification.
• Alabama Code § 10A-2A-10.20 — bylaw amendments.

Verified against the current official Alabama Code on August 15, 2026. Sections 10A-2A-2.02 and 10A-2A-2.05 include Act 2026-495 in their official histories. The bills citation index surfaced stale pending-action records for related 2026 measures and did not independently identify that enactment.