reglab/housing_qa huggingface dataset:
AL Code § 10A-3-2.08 (2021)
2021 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-3-2.08 - Governing Authority; Board of Directors.

Section 10A-3-2.08Governing authority; board of directors. (a) All corporate powers shall be exercised by or under authority of, and the business and affairs of a nonprofit corporation shall be managed under the direction of a board of directors except as may be otherwise provided in this chapter or the certificate of formation. If any provision is made in the certificate of formation, the power and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to the extent and by the governing authority as shall be provided in the certificate of formation. Directors shall be natural persons but need not be residents of Alabama unless the governing documents so require. The governing documents may prescribe other qualifications for directors. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the certificate of formation. (b) The directors of the corporation shall not, as such, be liable for obligations of the corporation. (Acts 1984, No. 84-290, p. 502, §19; §10-3A-34; amended and renumbered by Act 2009-513, p. 967, §171.)
AL Code § 10A-3-2.09 (2021)
2021 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-3-2.09 - Number and Election of Directors; Terms; Removal From Office.

Section 10A-3-2.09Number and election of directors; terms; removal from office. THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. (a) The number of directors of a nonprofit corporation shall be not less than three. Subject to this limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the certificate of formation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the certificate of formation provides that a change in the number of directors shall be made only by amendment of the certificate of formation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the certificate of formation. (b) The directors constituting the first board of directors shall be named in the certificate of formation and shall hold office until the first annual election of directors or for any other period as may be specified in the governing documents. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the governing documents of the nonprofit corporation. In the absence of a provision fixing the term of office, the term of office of a director shall be one year. (c) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified. (d) A director may be removed from office pursuant to any procedure therefor provided in the certificate of formation. (Acts 1984, No. 84-290, p. 502, §20; §10-3A-35; amended and renumbered by Act 2009-513, p. 967, §171.)
AL Code § 10A-3-2.10 (2021)
2021 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-3-2.10 - Board of Directors; Vacancies.

Section 10A-3-2.10Board of directors; vacancies. (a) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the governing documents of the nonprofit corporation provide that a vacancy or directorship so created shall be filled in some other manner, in which case the provision shall control. (b) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office. (c) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors. (Acts 1984, No. 84-290, p. 502, §21; §10-3A-36; amended and renumbered by Act 2009-513, p. 967, §171.)
AL Code § 10A-3-2.11 (2021)
2021 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-3-2.11 - Quorum of Directors.

Section 10A-3-2.11Quorum of directors. (a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation's governing documents. (b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote. (Acts 1984, No. 84-290, p. 502, §22; §10-3A-37; amended and renumbered by Act 2009-513, p. 967, §171.)
AL Code § 10A-3-2.12 (2021)
2021 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-3-2.12 - Board of Directors; Committees.

Section 10A-3-2.12Board of directors; committees. 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. (Acts 1984, No. 84-290, p. 502, §23; §10-3A-38; amended and renumbered by Act 2009-513, p. 967, §171.)
AL Code § 10A-3-2.13 (2021)
2021 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-3-2.13 - Place and Notice of Directors' Meetings; Committee Meetings.

Section 10A-3-2.13Place and notice of directors' meetings; committee meetings. (a) Meetings of the board of directors, regular or special, may be held either within or without Alabama. (b) Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice of the meeting or the waiver of notice unless required by the bylaws. (c) Except as may be otherwise restricted by the nonprofit corporation's governing documents, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at that same time and participation by the means shall constitute presence in person at a meeting. (Acts 1984, No. 84-290, p. 502, §24; §10-3A-39; amended and renumbered by Act 2009-513, p. 967, §171.)
AL Code § 10A-3-2.14 (2021)
2021 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-3-2.14 - Action by Members or Directors Without Meeting.

Section 10A-3-2.14Action by members or directors without meeting. Any action required by this title or this chapter to be taken at a meeting of the members or directors of a nonprofit corporation or any action which may be taken at a meeting of the members or directors or of a committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, all of the directors or all of the members of the committee of directors, as the case may be. The consent shall have the same force and effect as a unanimous vote and may be stated as such in any filing instrument filed with the Secretary of State. (Acts 1984, No. 84-290, p. 502, §25; §10-3A-40; amended and renumbered by Act 2009-513, p. 967, §171; Act 2020-73, §10.)
AL Code § 10A-3-2.21 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division B - Officers.|Section 10A-3-2.21 - Officers.

Section 10A-3-2.21Officers. THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. (a) The officers of a nonprofit corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer and other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time, in the manner and for the terms not exceeding three years as may be prescribed in the nonprofit corporation's governing documents. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. Each officer shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary. (b) The governing documents of the nonprofit corporation may provide that any one or more officers of the corporation shall be ex officio members of the board of directors. (c) The officers of a corporation may be designated by additional titles as may be provided in the governing documents of the nonprofit corporation. (d) The officers and employees of the nonprofit corporation shall not be liable for obligations of the corporation. (Acts 1984, No. 84-290, p. 502, §26; §10-3A-41; amended and renumbered by Act 2009-513, p. 967, §173.)
AL Code § 10A-3-2.22 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division B - Officers.|Section 10A-3-2.22 - Removal of Officers.

Section 10A-3-2.22Removal of officers. Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever in their judgment the best interests of the nonprofit corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights. (Acts 1984, No. 84-290, p. 502, §27; §10-3A-42; amended and renumbered by Act 2009-513, p. 967, §173.)
AL Code § 10A-3-2.31 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division C - Bylaws; Books and Records.|Section 10A-3-2.31 - Bylaws.

Section 10A-3-2.31Bylaws. The initial bylaws of a nonprofit corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, unless otherwise provided in the governing documents of the nonprofit corporation. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the certificate of formation. (Acts 1984, No. 84-290, p. 502, §12; §10-3A-27; amended and renumbered by Act 2009-513, p. 967, §175.)
AL Code § 10A-3-2.32 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division C - Bylaws; Books and Records.|Section 10A-3-2.32 - Books and Records.

Section 10A-3-2.32Books and records. Each nonprofit corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in Alabama a record of the names and addresses of its members entitled to vote, directors and officers. All books and records of a nonprofit corporation may be inspected by any member, director or officer, or his or her agent or attorney, for any proper purpose at any reasonable time. (Acts 1984, No. 84-290, p. 502, §28; §10-3A-43; amended and renumbered by Act 2009-513, p. 967, §175.)
AL Code § 10A-3-2.41 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division D - Entity Specific Powers; Limitations.|Section 10A-3-2.41 - Shares of Stock and Dividends Prohibited; Compensation and Benefits Permitted.

Section 10A-3-2.41Shares of stock and dividends prohibited; compensation and benefits permitted. A nonprofit corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a nonprofit corporation shall be distributed to its members, directors or officers. A nonprofit corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit. (Acts 1984, No. 84-290, p. 502, §29; §10-3A-44; amended and renumbered by Act 2009-513, p. 967, §177.)
AL Code § 10A-3-2.42 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division D - Entity Specific Powers; Limitations.|Section 10A-3-2.42 - Loans to Directors and Officers Prohibited.

Section 10A-3-2.42Loans to directors and officers prohibited. No loans shall be made by a nonprofit corporation to its directors or officers. Any director or officer who assents to or participates in the making of any loan shall be liable to the nonprofit corporation for the amount of the loan until the repayment thereof. (Acts 1984, No. 84-290, p. 502, §30; §10-3A-45; amended and renumbered by Act 2009-513, p. 967, §176.)
AL Code § 10A-3-2.43 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division D - Entity Specific Powers; Limitations.|Section 10A-3-2.43 - Power to Indemnify Directors or Officers.

Section 10A-3-2.43Power to indemnify directors or officers. Each nonprofit corporation shall have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether profit or nonprofit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duty; and to make any other indemnification that shall be authorized by the governing documents of the nonprofit corporation, vote of the board of directors, or resolution adopted after notice by the members entitled to vote. (Act 2009-513, p. 967, §178 )
AL Code § 10A-3-2.44 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 2 - Substantive Provisions.|Division D - Entity Specific Powers; Limitations.|Section 10A-3-2.44 - Assertion of Lack of Capacity or Power; Defense of Ultra Vires

Section 10A-3-2.44Assertion of lack of capacity or power; defense of ultra vires No act of a nonprofit corporation and no conveyance or transfer of real or personal property to or by a nonprofit corporation shall be invalid by reason of the fact that the corporation was without capacity of power to do an act or to make or receive a conveyance or transfer, but lack of capacity of power may be asserted: (1) In a proceeding by a member or a director against the nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the nonprofit corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the nonprofit corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the nonprofit corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained. (2) In a proceeding by the nonprofit corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the nonprofit corporation for exceeding their authority. (3) In a proceeding by the Attorney General, as provided in this chapter, to dissolve the nonprofit corporation, or in a proceeding by the Attorney General to enjoin the nonprofit corporation from performing unauthorized acts, or in any other proceeding by the Attorney General. (Acts 1984, No. 84-290, p. 502, §6; §10-3A-21; amended and renumbered by Act 2009-513, p. 967, §179.)