Section 10A-3-4.01

Procedure to amend certificate of formation of a nonprofit corporation.

(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, or if the amendment is one that does not require member action under Section 10A-1-3.12(a), an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Any number of amendments may be submitted and voted upon at any one meeting.

(Acts 1984, No. 84-290, p. 502, §37; §10-3A-81; amended and renumbered by Act 2009-513, p. 967, §185.)