If the governing documents of a nonprofit corporation so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, or in the governing documents of the nonprofit corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any committee or any director or officer of the corporation; amending the certificate of formation, restating the certificate of formation, adopting a plan of merger or adopting a plan of consolidation with another nonprofit corporation or other entity authorizing the conversion of the nonprofit corporation into another form of entity; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the nonprofit corporation; or amending, altering, or repealing any action or resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee. Other committees not having and exercising the authority of the board of directors in the management of the nonprofit corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.
Structure 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-3-2.03 - Notice of Members' Meetings.
Section 10A-3-2.04 - Waiver of Notice.
Section 10A-3-2.05 - Voting of Members.
Section 10A-3-2.06 - Quorum of Members.
Section 10A-3-2.07 - Greater Voting Requirements.
Section 10A-3-2.08 - Governing Authority; Board of Directors.
Section 10A-3-2.09 - Number and Election of Directors; Terms; Removal From Office.
Section 10A-3-2.10 - Board of Directors; Vacancies.
Section 10A-3-2.11 - Quorum of Directors.
Section 10A-3-2.12 - Board of Directors; Committees.
Section 10A-3-2.13 - Place and Notice of Directors' Meetings; Committee Meetings.
Section 10A-3-2.14 - Action by Members or Directors Without Meeting.