reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.16 - Setting Apart of Earned Surplus.

Section 10A-20-7.16
Setting apart of earned surplus.
Each year, the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year until the surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as the directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.
(Acts 1969, No. 322, p. 681, §10; §10-4-145; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.17 - Deposit of Funds in Designated Depository.

Section 10A-20-7.17
Deposit of funds in designated depository.
The corporation shall not deposit any of its funds in any banking institution unless the institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit.
(Acts 1969, No. 322, p. 681, §11; §10-4-146; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.18 - Annual Examination and Reports.

Section 10A-20-7.18
Annual examination and reports.
The corporation shall be examined at least once annually by a certified public accountant and shall file reports of its condition annually with the Secretary of State, who in turn shall make copies of the reports available to the Governor. The corporation shall pay the actual cost of the examinations. The Alabama Banking Code applies where the code is not in conflict with this article.
(Acts 1969, No. 322, p. 681, §12; §10-4-147; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.19 - Fiscal Year.

Section 10A-20-7.19
Fiscal year.
Corporations organized under this article shall adopt the calendar year as their fiscal year.
(Acts 1969, No. 322, p. 681, §22; §10-4-148; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.20 - Amendment of Certificate of Formation.

Section 10A-20-7.20
Amendment of certificate of formation.
(a) The certificate of formation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and the amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the certificate of formation which is inconsistent with the general purposes expressed in this article, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the state Comptroller to examine the corporation or the obligation of the corporation to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that no amendment of the certificate of formation which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate, maturity date, in the security or credit position of any outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in this article, or affects a member's voting rights as provided in this article shall be made without the consent of each member affected by the amendment.
(b) Within 30 days after any meeting at which an amendment of the certificate of formation has been adopted, a certificate of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth the amendment and due adoption thereof, together with the filing fee prescribed by Section 10A-1-4.31 payable to the Secretary of State in connection with filing an amendment to a certificate of formation, shall be submitted to the Secretary of State who shall examine them and, if he or she finds that they conform to the requirements of this article, shall so certify and endorse his or her approval thereon. Thereupon, the certificate of amendment shall be filed in the office of the Secretary of State, and no such amendment shall take effect until the certificate of amendment has been filed.
(Acts 1969, No. 322, p. 681, §8; §10-4-149; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.21 - Duration of Corporation.

Section 10A-20-7.21
Duration of corporation.
The period of duration of the corporation shall be 50 years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of the period as provided in Section 10A-20-7.22.
(Acts 1969, No. 322, p. 681, §14; §10-4-150; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.22 - Dissolution.

Section 10A-20-7.22
Dissolution.
A corporation may, upon the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled, dissolve the corporation. Upon dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members of the corporation as creditors thereof have been paid in full.
(Acts 1969, No. 322, p. 681, §15; §10-4-151; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.23 - Applicability of Laws Regulating Securities.

Section 10A-20-7.23
Applicability of laws regulating securities.
The provisions of Title 8 and any other laws of this state regulating the issue, registration, and sale of securities shall not apply to any security issued by a corporation organized under this article.
(Acts 1969, No. 322, p. 681, §21; §10-4-152; amended and renumbered by Act 2009-513, p. 967, §336.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.02 - Right of Majority Group of Local Organization in Fraternal Property.

Section 10A-20-8.02
Right of majority group of local organization in fraternal property.
The right and equity are hereby recognized and declared on behalf of the majority group of any local organization owning title to or an interest in fraternal property to preserve and protect the same from impairment or loss, to prevent fraternal property held subject to the trust clause from being converted to or used for an unintended or different use or purpose due to a change of social policies of the parent organization, and to be relieved of a material miscarriage of intent or understanding, failure of or departure from the intent or understanding of the local organization, or the majority group thereof, with respect to its use of the fraternal property or the conduct of its traditional social practices due to a change of social policies of the parent organization or of any one or more of its affiliated organizations.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §2; §10-4-171; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.03 - Withdrawal From Parent Organization and Use of Fraternal Property Free From Trust Clause.

Section 10A-20-8.03
Withdrawal from parent organization and use of fraternal property free from trust clause.
(a) The majority group of any local organization may withdraw from the parent organization and, upon withdrawal, shall be permitted to devote the fraternal property to the uses originally intended free of the influence of the trust clause; provided, that the facts upon which the right of withdrawal is conditioned under this section shall be judicially determined to exist in and by a judicial proceeding as provided for in this article.
(b) While this article is not intended to control any rules, fraternal, educational, social, or other formula or practice of the parent organization, one of its purposes is to afford an effective remedy and procedure for the preservation and protection of trust, charitable, educational, or fraternal property from impairment or loss thereof when the intended trust use thereof is threatened as a proximate result of subsequent action by the parent organization inconsistent with the basic intent or assumption inherent in, or expressed and fixed before, during, or in, the acquisition or dedication thereof.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §3; §10-4-172; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.04 - Right to Set Up Unit Independent of Parent Corporation.

Section 10A-20-8.04
Right to set up unit independent of parent corporation.
Whenever, as a result of action of the parent organization, any of its authoritative subdivisions, or its law-making body the majority group of any local organization shall determine that there has been a change of social policies, within the meaning of this section, or that any act, declaration, law, policy, social creed, or jurisdictional system of the parent organization is contrary to the basic intent, understanding, or basic assumption existing between the contributors, donors, or grantors of the fraternal property and the local organization or between the contributors, grantors, or donors and any trustee of property held for the benefit of the local organization or held by, or for, the use of the local organization subject to the trust clause and whenever a majority group shall find and determine that the act, declaration, or policy of the parent organization is not only contrary to the basic intent, understanding, or assumption, but that acquiescence therein would be contrary to the welfare of the local organization or the peace, order, friendliness, or goodwill within the membership of the local organization, be inconsistent with the effective and harmonious continuation of fraternal work, or involve the organization in public controversy, thereupon the majority group shall have the right, without sacrifice or loss of any title, interest, or matured equity or rights in property, funds, or benefits, to set up a local organization or unit independent of the authority of the parent organization, and the local organization or unit so set up shall be in corporate form as may be provided for under the laws of Alabama for the formation of fraternal or nonprofit charity corporations.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §4; §10-4-173; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.05 - Declaratory Actions - Institution of Action.

Section 10A-20-8.05
Declaratory actions - Institution of action.
Upon resolution or written declaration by the majority group, upon giving 30 days' notice to the parent organization, and upon giving like notice to the organization membership or the official governing body of the local organization, a corporation formed by the majority group shall be authorized to institute a civil action on behalf of itself and the majority group at the cost of the plaintiff if none of the defendants contest the action, otherwise, the costs to be taxed within the discretion of the circuit court of the county in which the local organization is located, for a judicial finding and declaratory action as provided in this section. Such proceeding or action shall state the facts as to the basis for relief from miscarriage of basic intent and understanding, as provided in this article, and any other factors or equities entitling the plaintiff to the relief sought.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §5; §10-4-174; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.06 - Declaratory Actions - Service of Process.

Section 10A-20-8.06
Declaratory actions - Service of process.
Service of process in an action or proceeding may be had on the local organization by service on its administrative authority, one or more senior or representative members or other similar authority of the organization by service on the parent organization by serving any representative official, members, or employees thereof, by service on the trustee, person, or corporation in which the record title to the fraternal property sought to be affected by the proceeding is held or vested, and by service on any other defendant having a justifiable interest in the relief sought. Service by publication or otherwise may be had on any nonresident in the manner provided in the Alabama Rules of Civil Procedure pertaining to class actions and other methods of service of process.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §6; §10-4-175; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.07 - Declaratory Actions - Averments of Plaintiff.

Section 10A-20-8.07
Declaratory actions - Averments of plaintiff.
The plaintiff in an action may aver as a separate aspect or equity that the parent organization has made or sanctioned material changes in the laws, rules, social creed, or jurisdictional system with respect to social standards, practices, or policies which changes are opposed to the views, beliefs, or way of life of the majority group and which changes are substantially and materially different from the status of the laws, rules, social creed, or jurisdictional system of the parent organization with respect to its social standards, practices, or policies existing at the time the local organization became affiliated or merged with the parent organization, and may further aver that changes, insofar as they negate or depart from the basic intent and understanding of the majority group, are constructively fraudulent, collusive, or arbitrary, as those terms are defined or referred to in the law. Upon proof of the averments, the plaintiff shall be entitled to the relief provided by this article.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §8; §10-4-176; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.08 - Declaratory Actions - Judgment.

Section 10A-20-8.08
Declaratory actions - Judgment.
If on final hearing the court shall find that the organization of the plaintiff corporation, subject to such further or amended conditions or provisions as the court may require or approve, is equitable and appropriate for administration as a fraternal or charitable trust and that the withdrawal of the fraternal property from subjection to the action complained of is equitable and appropriate under the cy-pres doctrine or otherwise, the court shall enter judgment accordingly, declaring the status, rights, and equities involved and, on final compliance, shall order its approval for the record, as well as grant any other relief appropriate in the premises.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §7; §10-4-177; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.09 - Averments as to Loans From Parent Organization; Judgment to Provide for Repayment and Lien for Unsecured Loans.

Section 10A-20-8.09
Averments as to loans from parent organization; judgment to provide for repayment and lien for unsecured loans.
The complaint in any action authorized by this article shall state whether or not the local organization obtained from the parent organization or any of its affiliated organizations a loan or grant of funds with which to defray, in whole or in part, the cost of constructing or acquiring any of the buildings or real estate included in the fraternal property sought to be withdrawn, and if the loan or grant was obtained within 20 years prior to filing the complaint, then it shall aver the amount thereof and the date the loan or grant was obtained and whether, if it be a loan, it is secured by a lien instrument. If the court grants the right to withdraw as requested in the complaint and further grants a confirmation of title to property in the local organization, free of the trust clause, it shall determine the amount of the unsecured loan or grant and that the same was made within 20 years of filing the complaint, if that be true, and shall order that the loan, if unsecured, or grant shall be repaid without interest to the date of the judgment, within a reasonable time to be fixed by the court, as a condition to granting the relief sought and shall fix a lien on the fraternal property of the local organization to secure the repayment of the unsecured loan or grant.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §9; §10-4-178; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.10 - Effect of Article on Existing Liens or Mortgages.

Section 10A-20-8.10
Effect of article on existing liens or mortgages.
Nothing in this article shall be construed to affect the validity of any existing lien or mortgage on the fraternal property or part thereof.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §10; §10-4-179; amended and renumbered by Act 2009-513, p. 967, §338.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.01 - Incorporation.

Section 10A-20-9.01
Incorporation.
Ten or more persons desiring to associate themselves together for nonprofit purposes in the sense of not paying interest or dividends on stock, but for mutual benefit through the application of cooperation, single-tax, or other economic principles, may become a body corporate in the manner following:
(1) The persons proposing to form the corporation shall deliver to the Secretary of State for filing a declaration in writing, setting out the name of the proposed corporation, the names of the charter members, and the purposes of the corporation, which declaration shall constitute its corporate charter, together with a filing fee in the amount prescribed by Chapter 1 for filing a certificate of formation.
(2) Upon the filing of such declaration, the corporation's existence begins, which shall be perpetual, subject to revocation at any time by the Legislature.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-190; amended and renumbered by Act 2009-513, p. 967, §340; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.02 - Officers; Constitution; Bylaws.

Section 10A-20-9.02
Officers; constitution; bylaws.
Any corporation organized pursuant to this article may elect the officers as it may deem necessary, in such manner and for the terms as it may provide, and remove the same at any time, and adopt a constitution and bylaws as it may see fit not in conflict with the Constitution and laws of this state.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-191; amended and renumbered by Act 2009-513, p. 967, §340.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.03 - Powers.

Section 10A-20-9.03
Powers.
A corporation formed pursuant to this article shall have the power to buy, sell, lease, and mortgage real estate, to build and operate wharves, boats, and other means of transportation and communication, to build, erect, and operate waterworks, electric lighting and power companies, libraries, schools, and parks, and to do any other lawful thing, incident to its purpose for the mutual benefit of its members and may admit other persons to participate in its benefits as it may see fit and upon conditions as it may impose.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-192; amended and renumbered by Act 2009-513, p. 967, §340.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.04 - Exemption of Certain Waterworks From Ad Valorem Taxes and State or County License Taxes on Gross Receipts.

Section 10A-20-9.04
Exemption of certain waterworks from ad valorem taxes and state or county license taxes on gross receipts.
All associations or corporations heretofore or hereafter organized pursuant to this article for the purpose of operating waterworks for unincorporated areas shall be exempt from the payment of all state, county, municipal, or other ad valorem taxes and shall be exempt from paying any state or county license tax on any gross receipts of the association or corporation.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-193; amended and renumbered by Act 2009-513, p. 967, §340.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.05 - Recognition of Associations of Lessees, etc.; Arbitration of Certain Disputes Arising Under Real Estate Leases.

Section 10A-20-9.05
Recognition of associations of lessees, etc.; arbitration of certain disputes arising under real estate leases.
(a) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that it will recognize an association of its lessees and will deal with representatives of the association on any and all matters relating to leased corporate lands in any manner.
(b) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that the lessee objects to the amount of the rent claimed or requested by the lessor. Upon receipt of the written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the rent by arbitration. This determination shall be binding on both parties.
(c) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that the lessee objects to the amount of the compensation for sale or transfer of improvements imposed or requested by the lessor. Upon receipt of the written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the compensation by arbitration. This determination shall be binding on both parties. The arbitration shall be to determine what is the fair market value.
(d) The provisions of this section shall apply to all leases in effect on August 25, 1976, in the State of Alabama where the lessor is a corporation organized under this article.
(e) Subsections (b) and (c) of this section shall apply to all leases executed after August 25, 1976, applying to real estate in the State of Alabama where the lessor is a corporation organized under this article.
(Acts 1976, No. 282, p. 314; Acts 1976, No. 606, p. 822; §10-4-194; amended and renumbered by Act 2009-513, p. 967, §340.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 10 - Private Foundations. › Section 10A-20-10.01 - Restrictions; Powers of Courts and Attorney General Not Impaired.

Section 10A-20-10.01
Restrictions; powers of courts and Attorney General not impaired.
(a) Notwithstanding any provision to the contrary in the certificate of formation, other governing instrument, or under any other law of this state, and except as otherwise provided by court order, or by a provision in the certificate of formation or other governing instrument, which in either case is entered or made after August 11, 1971, and expressly limits the applicability of this section, a corporation which is, or is treated as, a private foundation, as defined in Section 509 of the Internal Revenue Code of 1986, as amended, during the period it is, or is treated as, a private foundation:
(1) Shall not engage in any act of self-dealing as defined in Section 4941 (d) thereof;
(2) Shall distribute, for the purposes specified in its certificate of formation, for each taxable year not less than the amounts at the time and in the manner as not to become subject to the tax on undistributed income imposed by Section 4942 thereof;
(3) Shall not, if Section 4943 thereof is applicable, retain any excess business holdings as defined in subsection (c) of that section beyond the period permitted by that section;
(4) Shall not make any investment in a manner as to subject it to tax under Section 4944 thereof; and
(5) Shall not make any taxable expenditures as defined in Section 4945 (d) thereof.
(b) Nothing in this section shall impair the rights and powers of the courts or the Attorney General of this state with respect to any corporation described in this section. The provisions of this section shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that the application would be contrary to the terms of the certificate of formation or other instrument governing the corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to this section.
(c) All references to sections of the Internal Revenue Code of 1986, as amended, shall include future amendments to the sections and corresponding provisions of future internal revenue laws.
(Acts 1971, No. 230, p. 533, §§1-3; Acts 1971, No. 2275, p. 3664, §§1-3; §10-4-210; amended and renumbered by Act 2009-513, p. 967, §342; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 11 - Alternation, Amendment, or Extension of Charter of Medical, Dental, Pharmaceutical, or Similar Associations. › Section 10A-20-11.01 - Alteration, Amendment, or Extension of Charter by Incorporated Medical, Dental, Pharmaceutical, etc., Association.

Section 10A-20-11.01
Alteration, amendment, or extension of charter by incorporated medical, dental, pharmaceutical, etc., association.
(a) Any incorporated medical association of the State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other corporations organized similarly to the corporation or of a similar kind may alter, amend, or extend its charter, or may do any two or all of these, in the manner following:
(1) A written resolution setting out the name of the corporation and embodying the proposed alterations, amendments, or extensions shall be submitted to a lawful annual meeting of the corporation or other lawful meeting of the corporation and adopted by a two-thirds vote of those present at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof shall prepare, sign, and acknowledge as conveyances are acknowledged and deliver to the Secretary of State for filing a certificate containing a copy of the resolution and certifying that it was adopted in the manner above provided; and
(3) Upon the filing of the certificate, together with payment of the filing fee prescribed by Chapter 1 for filing an amendment to a certificate of formation, the charter of the corporation shall stand altered, amended, or extended as therein shown.
(b) Any such alteration, amendment, or extension under subsection (a), may be made by changing or adding to the language of the act, or acts, of incorporation, declaration of incorporation, or certificate of incorporation of the corporation, as the case may be, or by changing or adding to the language of both or all of them. When any such corporation is now or hereafter may be charged by law with public or quasi-public functions, alterations to, or amendments or extensions of its charter shall in no manner add to, detract from, or modify the functions or the rights and duties of the corporation in reference thereto, but no alteration, amendment, or extension of the charter of any corporation so charged by law shall be made which will interfere with the discharge of the functions.
(Acts 1915, No. 155, p. 160; Code 1923, §§6983-6985; Code 1940, T. 10, §19; §10-1-1; amended and renumbered by Act 2009-513, p. 967, §344; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 13 - Retail Merchants' Associations. › Section 10A-20-13.01 - Retail Merchants; Authority to Form Corporation.

Section 10A-20-13.01
Retail merchants; authority to form corporation.
Whenever 10 or more retail merchants wish to form an association, cooperative society, or corporation for nonprofit purposes in the sense of not 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 Chapter 4.
(Acts 1915, No. 412, p. 368; Code 1923, §7162; Code 1940, T. 10, §151; Acts 1984, No. 84-290, p. 502, §93; §10-4-260; amended and renumbered by Act 2009-513, p. 967, §348.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 14 - Wholesale Merchants' Associations. › Section 10A-20-14.01 - Wholesale Merchants; Authority to Form Corporation.

Section 10A-20-14.01
Wholesale merchants; authority to form corporation.
Whenever 10 or more wholesale merchants wish to form an association, cooperative society, or corporation for nonprofit purposes in the sense of not 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 Chapter 4.
(Acts 1951, No. 288, p. 572, §1; Acts 1984, No. 84-290, p. 502, §93; §10-4-280; amended and renumbered by Act 2009-513, p. 967, §350.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 15 - Water Power Companies. › Section 10A-20-15.02 - Duty to Serve Public.

Section 10A-20-15.02
Duty to serve public.
Any corporation which exercises any of the rights conferred by this article shall, after the completion of its works and plants, be under the duty and obligation to the public to manufacture and sell to the public electric current produced at its plants; and any corporation manufacturing, selling, and supplying power, heat, light, or electricity produced by water as a motive force under this article must sell such power, heat, light, or electricity to any person or persons, municipal or other corporations, in order in which requests or demands are made for such light, heat, power, or electricity; provided, that nothing in this section shall be construed to require any corporation to furnish light, heat, power, or electricity to any person or corporation, until satisfied of the financial responsibility of the person or corporation, except in conformity with its reasonable rules and regulations and reasonable prices for the same and except as far as the capacity of its plant will permit.
(Code 1907, §3636; Code 1923, §7202; Code 1940, T. 10, §187; §10-4-321; amended and renumbered by Act 2009-513, p. 967, §352.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 15 - Water Power Companies. › Section 10A-20-15.03 - Procedure for Condemnation.

Section 10A-20-15.03
Procedure for condemnation.
The procedure for condemnation under this article shall be in the manner provided for the condemnation of lands and rights-of-way for public use in Chapter 1A of Title 18; or, at the option of the condemning party, in the manner provided in any other statute conferring the power of eminent domain on public utility corporations.
(Code 1907, §3637; Code 1923, §7203; Acts 1927, No. 610, p. 708; Code 1940, T. 10, §188; §10-4-322; amended and renumbered by Act 2009-513, p. 967, §352.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 15 - Water Power Companies. › Section 10A-20-15.04 - Dams Considered as Authorized by Legislature.

Section 10A-20-15.04
Dams considered as authorized by Legislature.
Any dam erected in accordance with this article shall be considered a dam authorized by the Legislature of this state at the particular site selected and of the specific height and dimensions determined upon.
(Code 1907, §3634; Code 1923, §7200; Code 1940, T. 10, §185; §10-4-323; amended and renumbered by Act 2009-513, p. 967, §352.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.01 - Legislative Intent.

Section 10A-20-16.01
Legislative intent.
The Legislature finds and declares that the services of nonprofit corporations, organizations, associations, boards, authorities, and commissions are critical to the efficient conduct and management of the public, civic, and charitable affairs of the citizens of this state. Noncompensated officers, directors, trustees, partners, managers, members, and governing persons and other members of governing authorities of such nonprofit entities must be permitted to operate without undue concern for the possibility of litigation arising from the discharge of their duties as policymakers.
(Acts 1987, No. 87-706, p. 1242, §1; §10-11-1; amended and renumbered by Act 2009-513, p. 967, §354; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.02 - Definitions.

Section 10A-20-16.02
Definitions.
The following terms shall have the following respective meanings for the purposes of this chapter:
(1) OFFICER. Any officer, director, trustee, partner, manager, member, and governing person and other member of the governing authority of a qualified entity who does not receive compensation for serving in such capacity. A per diem amount of not more than three hundred dollars ($300) per day and actual, reasonable, and necessary expenses shall not constitute compensation for the purposes of this article. Provided, however, that the immunity granted herein shall not extend to officers, directors, trustees, partners, managers, or members of any board, authority, or commission dealing with pari-mutuel betting, gambling, or games of chance.
(2) QUALIFIED ENTITY.
a. Any nonprofit corporation, association, or organization which is exempt from federal income taxation under Section 501(c) of the Internal Revenue Code of 1986, as amended;
b. Any nonprofit corporation, association, or organization which is organized pursuant to Section 10A-4-1.01, et seq.;
c. Any organization organized under Sections 22-51-1, 22-51-2, 22-51-3, 22-51-4, 22-51-5, 22-51-6, 22-51-7, 22-51-8, 22-51-9, 22-51-10, 22-51-11, 22-51-12, 22-51-13, and 22-51-14;
d. Any self-insured fund established pursuant to Section 11-26-1, 11-26-2, 11-30-2, or 25-5-9, provided, however, this chapter shall not apply to any self-insured employer operating under Section 25-5-8; and
e. Any board, authority, or commission the members of which are appointed by the governing body or bodies of any county or municipality, or by the Governor or other constitutional officer or member of the Legislature pursuant to legislative or constitutional authorization, or the members of which are constitutionally or legislatively delegated.
(Acts 1987, No. 87-706, p. 1242, §2; §10-11-2; amended and renumbered by Act 2009-513, p. 967, §354; Act 2020-73, §10.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.03 - Officer Immune From Suit; Exception for Willful Misconduct, Fraud, or Gross Negligence; For-Profit Subsidiary Not Immune.

Section 10A-20-16.03
Officer immune from suit; exception for willful misconduct, fraud, or gross negligence; for-profit subsidiary not immune.
Any noncompensated officer of a qualified entity shall be immune from suit and not subject to civil liability arising from the conduct of the affairs of the qualified entity except when the act or omission of the officer, which gives rise to a cause of action, amounts to willful or wanton misconduct or fraud, or gross negligence. Provided however, such immunity shall not, except to the extent as may otherwise be provided by law, extend to the qualified entity, to a for-profit subsidiary of the qualified entity, or to the officers of such for-profit subsidiary but only to the qualified entity's officers as defined in this article. Nothing contained herein shall be construed to immunize the corporate entity or qualified entity for the acts or omissions of noncompensated officers as defined in this article.
(Acts 1987, No. 87-706, p. 1242, §3; §10-11-3; amended and renumbered by Act 2009-513, p. 967, §354.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.04 - Application.

Section 10A-20-16.04
Application.
Nothing in this article shall be construed to affect any civil action brought by any qualified entity against any officer of such qualified entity or to create any liability that did not exist prior to the article's passage or to diminish any immunity from suit or liability now enjoyed by a qualified entity or any officer thereof. The provisions of this article shall not apply to any claim, cause of action, action, or suit brought against an officer for any personal injury to or death of another person or property damage arising out of an accident inflicted by that officer while acting within the line and scope of the officer's duties.
(Acts 1987, No. 87-706, p. 1242, §4; §10-11-4; amended and renumbered by Act 2009-513, p. 967, §354.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.05 - Construction.

Section 10A-20-16.05
Construction.
Nothing in this article shall be construed to affect any action brought under Title 41, Chapter 5.
(Acts 1987, No. 87-706, p. 1242, §5; §10-11-5; amended and renumbered by Act 2009-513, p. 967, §354.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.01 - Establishment of Segregated, Separate Political Funds; Voluntary Contributions; Filing of Disclosure Reports; Violations.

Section 10A-21-1.01
Establishment of segregated, separate political funds; voluntary contributions; filing of disclosure reports; violations.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1979, No. 79-705, p. 1253, §1; §10-1-2; amended and renumbered by Act 2009-513, p. 967, §356.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.02 - Giving Aid or Contribution to Political Party or Candidate, etc.; Penalty; Exception for Voluntary Separate Political Fund.

Section 10A-21-1.02
Giving aid or contribution to political party or candidate, etc.; penalty; exception for voluntary separate political fund.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1959, No. 414, p. 1055, §64; Acts 1979, No. 79-705, p. 1253, §3; Code 1975, §10-2-168; Acts 1981, No. 81-868, p. 1661, §1; §10-2A-70; amended and renumbered by Act 2009-513, p. 967, §356.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.03 - Limitation on Amount of Political Contribution; Provisions Supplemental.

Section 10A-21-1.03
Limitation on amount of political contribution; provisions supplemental.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1981, No. 81-543, p. 911, §§1, 3; Acts 1988, No. 88-107, p. 137, §1; §10-2A-70.01; amended and renumbered by Act 2009-513, p. 967, §356.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.04 - Corporation Contributions to Candidates, Parties, Etc.

Section 10A-21-1.04
Corporation contributions to candidates, parties, etc.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1981, No. 81-860, p. 1631, §3; Acts 1988, No. 88-107, p. 137, §2; §10-2A-70.02; amended and renumbered by Act 2009-513, p. 967, §356.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.01 - Power of Eminent Domain in Internal Improvement or Public Utility Corporations.

Section 10A-21-2.01
Power of eminent domain in internal improvement or public utility corporations.
Corporations formed for the purpose of constructing, operating, or maintaining railroads, street railroads, gas or electric works, water companies, power companies, canals, terminals, bridges, viaducts, wharves, piers, telegraph or telephone lines, pipelines, or any other work of internal improvement or public utility may exercise the power of eminent domain in the manner provided by law.
(Code 1907, §3482; Code 1923, §7016; Code 1940, T. 10, §71; Acts 1973, No. 1063, p. 1777, §1; §10-5-1; amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.02 - Condemnation for Ways and Rights-of-Way, etc., by Railroad Companies.

Section 10A-21-2.02
Condemnation for ways and rights-of-way, etc., by railroad companies.
Railroad companies may, by condemnation, acquire real estate for ways and rights-of-way not exceeding 100 feet in width throughout the entire length of its lines, such other lands as may be necessary for ways and rights-of-way for switches, turnouts, sidetracks, extensions, and branch roads not exceeding 100 feet in width throughout the entire length of such switches, turnouts, sidetracks, extensions, and branch roads and such other lands as may be necessary in making heavy excavations or embankments, or for the purpose of wasting material from excavations, for borrowing earth or other material for the construction of embankments or for protecting, making, keeping safe, and perfecting its roadway, together with the rights to remove all such trees outside thereof as might by falling upon, or shading, the roadway, injure the same, and may relocate any portion of its line for purpose of straightening or otherwise improving the same and, for that purpose, may acquire by gift, purchase, or condemnation all necessary rights-of-way over lands and abandon its original or constructed line, but it shall not change its termini or make an entire departure from its original line between such termini.
(Code 1907, §3484; Acts 1909, No. 52, p. 62; Code 1923, §7018; Code 1940, T. 10, §73; §10-5-2; amended and renumbered by Act 2009-513, p. 967, §358.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.03 - Railroads Authorized to Transfer Abandoned Rights-of-Way.

Section 10A-21-2.03
Railroads authorized to transfer abandoned rights-of-way.
Any railroad is hereby authorized to transfer all rights, title, and interests to any abandoned right-of-way or portion thereof for public road and bridge use to the State Department of Transportation or for any purpose to any county commission in any county or any municipality in which the right-of-way or portion thereof is located.
(Acts 1985, 2nd Ex. Sess., No. 85-937; §10-5-2.1 amended and renumbered by Act 2009-513, p. 967, §358.)