reglab/housing_qa huggingface dataset:
AL Code § 10A-3-1.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 1 - General Provisions.|Section 10A-3-1.02 - Definitions.

Section 10A-3-1.02Definitions. 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. As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The term articles of incorporation of a nonprofit corporation constitutes its certificate of formation as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of incorporation or certificate of formation of a nonprofit corporation, together with its bylaws, constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. The board of directors of a nonprofit corporation is its governing authority as that term is defined in Section 10A-1-1.03(39) unless the certificate of formation provides otherwise as provided in Section 10A-3-2.08. (3) BYLAWS. The code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. The bylaws of a nonprofit corporation, together with its articles of incorporation or certificate of formation, constitute the nonprofit corporation's governing documents within the meaning of Section 10A-1-1.03(40). (4) FOREIGN NONPROFIT CORPORATION. A nonprofit corporation organized under laws other than the laws of Alabama. (5) MEMBER. One having membership rights in a corporation in accordance with the provisions of its governing documents. A member may be a natural person, a partnership, a professional association or professional corporation, a corporation for profit or a nonprofit corporation. (6) NONPROFIT CORPORATION. A nonprofit corporation no part of the income or profit of which is distributable to its members, directors, or officers. (7) NONPROFIT CORPORATION or DOMESTIC NONPROFIT CORPORATION. A nonprofit corporation subject to the provisions of this chapter, except a foreign nonprofit corporation. (8) VERIFIED. Supported by an affidavit or oath confirming the correctness, truth, or authenticity of the matter set forth therein. (Acts 1984, No. 84-290, p. 502, §2; §10-3A-2; amended and renumbered by Act 2009-513, p. 967, §168.)
AL Code § 10A-3-1.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 1 - General Provisions.|Section 10A-3-1.03 - Applicability.

Section 10A-3-1.03Applicability. (a) The provisions of this chapter relating to domestic nonprofit corporations shall apply to: (1) All nonprofit corporations organized hereunder; and (2) All nonprofit corporations heretofore organized under any act hereby or heretofore repealed, for a purpose or purposes for which a nonprofit corporation might be organized under this chapter. (b) The provisions of this chapter relating to foreign nonprofit corporations shall apply to all foreign nonprofit corporations conducting affairs in Alabama for a purpose or purposes for which a nonprofit corporation might be organized under this chapter. (c) Beginning May 1, 2004, the Young Men's Christian Association (YMCA) of Mobile which was incorporated by Act 405 approved on February 18, 1895, shall be subject to this chapter. Prospectively from May 1, 2004, the YMCA of Mobile shall be entitled to all of the rights and privileges of a nonprofit corporation including, but not limited to, the right to amend its charter and bylaws as provided by this chapter. (Acts 1984, No. 84-290, p. 502, §3; §10-3A-3; amended and renumbered by Act 2009-513, p. 967, §168.)
AL Code § 10A-3-1.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 1 - General Provisions.|Section 10A-3-1.04 - Purposes.

Section 10A-3-1.04Purposes. (a) Nonprofit corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: (1) Charitable, (2) Benevolent, (3) Eleemosynary, (4) Educational, (5) Civic, (6) Patriotic, (7) Political, (8) Religious, (9) Social, (10) Fraternal, (11) Literary, (12) Cultural, (13) Athletic, (14) Scientific, (15) Agricultural, (16) Horticultural, (17) Animal husbandry, (18) Professional, commercial, industrial or trade association,  (19) Cemetery operation and maintenance, and  (20) Historical. (b) Labor unions, cooperative organizations and organizations subject to any of the provisions of the insurance laws of Alabama may not be organized under this chapter. (c) Whenever 10 or more retail merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter. (d) Whenever 10 or more wholesale merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter. (Acts 1984, No. 84-290, p. 502, §4; §10-3A-4; amended and renumbered by Act 2009-513, p. 967, §168.)
AL Code § 10A-3-3.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 3 - Formation of Nonprofit Corporations.|Section 10A-3-3.01 - Generally; Incorporators.

Section 10A-3-3.01Generally; incorporators. One or more persons, partnerships, domestic corporations or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators of a nonprofit corporation by signing the certificate of formation and delivering the same to the Secretary of State for filing. (Acts 1984, No. 84-290, p. 502, §31; §10-3A-60; amended and renumbered by Act 2009-513, p. 967, §181; Act 2020-73, §10.)
AL Code § 10A-3-3.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 3 - Formation of Nonprofit Corporations.|Section 10A-3-3.02 - Supplemental Provisions Required in the Certificate of Formation

Section 10A-3-3.02Supplemental provisions required in the certificate of formation (a) In addition to the information required by Section 10A-1-3.05 in a certificate of formation of a filing entity under this title, the certificate of formation of a nonprofit corporation formed under this chapter shall set forth: (1) If the nonprofit corporation is to have no members, a statement to that effect. (2) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the certificate of formation for the regulation of the internal affairs of the nonprofit corporation, including any provision for distribution of assets on dissolution or final liquidation. (3) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors. (b) It shall not be necessary to set forth in the certificate of formation any of the entity powers enumerated in Section 10A-1-2.11 or set forth in this chapter. (c) Unless the certificate of formation provides that a change in the number of directors shall be made only by amendment to the certificate of formation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the certificate of formation is inconsistent with a bylaw, the provision of the certificate of formation shall be controlling. (Acts 1984, No. 84-290, p. 502, §32; §10-3A-61; amended and renumbered by Act 2009-513, p. 967, §181.)
AL Code § 10A-3-3.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 3 - Formation of Nonprofit Corporations.|Section 10A-3-3.03 - Commencement of Corporate Existence.

Section 10A-3-3.03Commencement of corporate existence. Upon the effectiveness under Sections 10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the Secretary of State, the corporate existence shall begin. The Secretary of State's filing of the certificate of formation shall be conclusive evidence that the corporation has been incorporated under this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the incorporation or for involuntary dissolution of the corporation. (Acts 1984, No. 84-290, p. 502, §34; §10-3A-63; amended and renumbered by Act 2009-513, p. 967, §183; Act 2020-73, §10.)
AL Code § 10A-3-3.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 3 - Formation of Nonprofit Corporations.|Section 10A-3-3.04 - Organizational Meeting of Directors - First Meeting of Members.

Section 10A-3-3.04Organizational meeting of directors - First meeting of members. (a) After the filing of the certificate of formation, an organizational meeting of the board of directors named in the certificate of formation shall be held, either within or without Alabama, at the call of a majority of the directors for the purpose of adopting bylaws, electing officers and transacting other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting. (b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for the purposes as shall be stated in the notice of the meeting. (Acts 1984, No. 84-290, p. 502, §35; §10-3A-64; amended and renumbered by Act 2009-513, p. 967, §183.)
AL Code § 10A-3-4.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 4 - Amendments.|Section 10A-3-4.01 - Procedure to Amend Certificate of Formation of a Nonprofit Corporation.

Section 10A-3-4.01Procedure 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.)
AL Code § 10A-3-4.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 4 - Amendments.|Section 10A-3-4.02 - Certificate of Amendment; Execution and Required Supplemental Provisions.

Section 10A-3-4.02Certificate of amendment; execution and required supplemental provisions. The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles. The certificate of amendment shall be delivered to the Secretary of State for filing. The certificate of amendment shall set forth the information required by Section 10A-1-3.13 for certificates of amendment, and in addition shall set forth: (1) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto. (2) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office. (Acts 1984, No. 84-290, p. 502, §38; §10-3A-82; amended and renumbered by Act 2009-513, p. 967, §185; Act 2020-73, §10.)
AL Code § 10A-3-4.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 4 - Amendments.|Section 10A-3-4.03 - Effect of Amendment on Existing Causes of Actions and Suits.

Section 10A-3-4.03Effect of amendment on existing causes of actions and suits.  No amendment shall affect any existing cause of action in favor of or against a nonprofit corporation, or any pending suit to which a nonprofit corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no suit brought by or against a nonprofit corporation under its former name shall abate for that reason. (Acts 1984, No. 84-290, p. 502, §39; §10-3A-83; amended and renumbered by Act 2009-513, p. 967, §185.)
AL Code § 10A-3-4.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 4 - Amendments.|Section 10A-3-4.04 - Restated Certificate of Formation.

Section 10A-3-4.04Restated certificate of formation. (a) A domestic nonprofit corporation may at any time restate its certificate of formation as theretofore amended, 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 restated certificate of formation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. (2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of the annual meeting. (3) At the meeting a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the votes entitled to be cast by members present or represented by proxy at the meeting. (4) If there are no members, or no members entitled to vote thereon, or if the only amendments to the original certificate of formation or to the most recent restated certificate of formation are amendments that do not require member action under Section 10A-1-3.12(a), the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office. (b) Upon the approval, a restated certificate of formation shall be executed for the nonprofit corporation by its president or vice president, and by its secretary or assistant secretary, and verified by one of the officers signing the articles, and shall set forth: (1) The information required by Section 10A-1-3.05, as supplemented by Section 10A-3-3.02. (2) A statement that the restated certificate of formation shall state that they correctly set forth the provisions of the certificate of formation as theretofore amended, that they have been duly adopted as required by law, and that they supersede the original certificate of formation and all amendments thereto. (c) The restated certificate of formation shall be delivered to the Secretary of State for filing.  (d) Upon the filing of the restated certificate of formation, the restated certificate of formation shall become effective and shall supersede the original certificate of formation and all amendments thereto. (Acts 1984, No. 84-290, p. 502, §40; §10-3A-84; amended and renumbered by Act 2009-513, p. 967, §185; Act 2020-73, §10.)
AL Code § 10A-3-5.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 5 - Merger and Consolidation.|Section 10A-3-5.01 - Procedure for Merger.

Section 10A-3-5.01Procedure for merger. (a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the nonprofit corporation into which they propose to merge, which is hereinafter designated as the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger. (3) A statement of any changes in the certificate of formation of the surviving nonprofit corporation to be effected by the merger. (4) The other provisions with respect to the proposed merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100; amended and renumbered by Act 2009-513, p. 967, §187.)
AL Code § 10A-3-5.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 5 - Merger and Consolidation.|Section 10A-3-5.02 - Procedure for Consolidation.

Section 10A-3-5.02Procedure for consolidation. (a) Any two or more domestic nonprofit corporations may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of consolidation setting forth: (1) The names of the nonprofit corporations proposing to consolidate, and the name of the new nonprofit corporation into which they propose to consolidate, which is hereinafter designated as the new nonprofit corporation. (2) The terms and conditions of the proposed consolidation. (3) With respect to the new nonprofit corporation, all of the statements required to be set forth in the certificate of formation for nonprofit corporations organized under this chapter. (4) The other provisions with respect to the proposed consolidation as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §42; §10-3A-101; amended and renumbered by Act 2009-513, p. 967, §187.)
AL Code § 10A-3-5.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 5 - Merger and Consolidation.|Section 10A-3-5.03 - Approval of Merger or Consolidation.

Section 10A-3-5.03Approval of merger or consolidation. (a) A plan of merger or consolidation shall be adopted in the following manner: (1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan 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 plan or a summary thereof 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 meeting of members. The proposed plan 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 any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office. (b) After the approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. (Acts 1984, No. 84-290, p. 502, §43; §10-3A-102; amended and renumbered by Act 2009-513, p. 967, §187.)
AL Code § 10A-3-5.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 5 - Merger and Consolidation.|Section 10A-3-5.04 - Articles of Merger or Consolidation.

Section 10A-3-5.04Articles of merger or consolidation. (a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth: (1) The plan of merger or the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and (3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office. (b) The articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing.  (Acts 1984, No. 84-290, p. 502, §44; §10-3A-103; amended and renumbered by Act 2009-513, p. 967, §187; Act 2020-73, §10.)