(a) A corporation‘s stockholders may amend or repeal the corporation’s bylaws.

Terms Used In Alabama Code 10A-2A-10.20

  • certificate of incorporation: as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1. See Alabama Code 10A-2A-1.40
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • property: includes both real and personal property. See Alabama Code 1-1-1
  • Quorum: The number of legislators that must be present to do business.
(b) A corporation’s board of directors may amend or repeal the corporation’s bylaws, unless:

(1) the certificate of incorporation, Section quorum or voting requirement for directors or requiring a meeting place” class=”unlinked-ref” datatype=”S” sessionyear=”2021″ statecd=”AL” title=”10A”>10A-2A-10.21 or, if applicable, Section 10A-2A-10.22, reserves that power exclusively to the stockholders in whole or part; or
(2) except as provided in Section 10A-2A-2.05(d), the stockholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw.
(c) A stockholder of the corporation does not have a vested property right resulting from any provision in the bylaws.
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