Section 10A-3A-9.22 Bylaw Amendments Requiring Member Approval.
AI-assisted research summary: A membership nonprofit corporation’s board generally may not adopt or amend bylaws that change member rights, dues, member suspension or termination, or director-removal rules, except as allowed by the certificate of incorporation or bylaws.
In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws: (a) The board of directors of a membership nonprofit corporation that has one or more members at the time may not adopt or amend a bylaw under: (1) Section 10A-3A-6.10 providing that some of the members shall have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships, or other matters; (2) Section 10A-3A-6.13 levying dues, assessments, or fees on some or all of the members; (3) Section 10A-3A-6.21 relating to the termination or suspension of members; (4) Section 10A-3A-8.08(a): (i) requiring cause to remove a director; or (ii) specifying what constitutes cause to remove a director; or (5) Section 10A-3A-8.08(e) relating to the removal of a director who is designated in a manner other than election or appointment. (b) The board of directors of a membership nonprofit corporation may not amend the certificate of incorporation or bylaws to vary the application of subsection (a) to the membership nonprofit corporation. (c) If a membership nonprofit corporation has more than one class of members, the members of a class are entitled to vote as a separate voting group on an amendment to the bylaws that: (1) is described in subsection (a) if the amendment would affect the members of that class differently than the members of another class; or (2) has any of the effects described in Section 10A-3A-9.04. (d) If a class of members will be divided into two or more classes by an amendment to the bylaws, the amendment must be approved by a majority of the members of each class that will be created.