2022 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 3 - Nonprofit Corporations.
Article 2 - Substantive Provisions.
Division A - Members and Directors.
Section 10A-3-2.02 - Meetings of Members, Remote Communication.

Section 10A-3-2.02

Meetings of members, remote communication.

(a) Unless the board of directors determines to hold the meeting of the members solely by means of remote communication in accordance with subsections (d), (e), and (f), meetings of members may be held at the place, either within or without Alabama, as may be provided in the bylaws and, in the absence of any provision, all meetings shall be held at the registered office of the corporation in Alabama.

(b) An annual meeting of the members shall be held at the time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by other officers or persons or number or proportion of members as may be provided in the governing documents. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.

(d) Members may participate in any meeting of the members by means of remote communication to the extent the governing authority authorizes participation for that meeting. Participation as a member by means of remote communication shall be subject to guidelines and procedures as the governing authority adopts and shall be in conformity with this subsection.

(e) Members participating in a meeting of the members by means of remote communication shall be deemed present and may vote at that meeting if the corporation has implemented reasonable measures:

(1) to verify that each person participating remotely as a member is a member; and

(2) to provide members participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.

(f) Unless the certificate of incorporation or bylaws require the meeting of members to be held at a place, the governing authority may determine that any meeting of the members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (e).

(Acts 1984, No. 84-290, p. 502, §13; §10-3A-28; amended and renumbered by Act 2009-513, p. 967, §171; Act 2021-299, §5.)