reglab/statecodes huggingface dataset:
2023 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-3-1.03
Applicability.
(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(2) All nonprofit corporations heretofore organized under any act hereby or heretofore repealed, for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.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.)
2023 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-3-1.04
Purposes.
(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.)
2023 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-3-2.01 - Members.

Section 10A-3-2.01
Members.
(a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the governing documents. If the nonprofit corporation has no members, that fact shall be set forth in the certificate of formation. A nonprofit corporation may issue certificates evidencing membership therein.
(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.
(Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered by Act 2009-513, p. 967, §171.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 3 - Nonprofit Corporations. › Article 2 - Substantive Provisions. › Division A - Members and Directors. › Section 10A-3-2.02 - Meetings of Members, Remote Communication.

Section 10A-3-2.02
Meetings of members, remote communication.
(a) Unless the board of directors determines to hold the meeting of the members solely by means of remote communication in accordance with subsections (d), (e), and (f), meetings of members may be held at the place, either within or without Alabama, as may be provided in the bylaws and, in the absence of any provision, all meetings shall be held at the registered office of the corporation in Alabama.
(b) An annual meeting of the members shall be held at the time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by other officers or persons or number or proportion of members as may be provided in the governing documents. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.
(d) Members may participate in any meeting of the members by means of remote communication to the extent the governing authority authorizes participation for that meeting. Participation as a member by means of remote communication shall be subject to guidelines and procedures as the governing authority adopts and shall be in conformity with this subsection.
(e) Members participating in a meeting of the members by means of remote communication shall be deemed present and may vote at that meeting if the corporation has implemented reasonable measures:
(1) to verify that each person participating remotely as a member is a member; and
(2) to provide members participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.
(f) Unless the certificate of incorporation or bylaws require the meeting of members to be held at a place, the governing authority may determine that any meeting of the members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (e).
(Acts 1984, No. 84-290, p. 502, §13; §10-3A-28; amended and renumbered by Act 2009-513, p. 967, §171; Act 2021-299, §5.)
2023 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-3-2.03 - Notice of Members' Meetings.

Section 10A-3-2.03
Notice of members' meetings.
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.
Unless otherwise provided in the nonprofit corporation's governing documents, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the nonprofit corporation, with postage thereon prepaid.
(Acts 1984, No. 84-290, p. 502, §14; §10-3A-29; amended and renumbered by Act 2009-513, p. 967, §171.)
2023 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-3-2.04 - Waiver of Notice.

Section 10A-3-2.04
Waiver of notice.
Whenever any notice is required to be given to any member or director of a corporation under the provisions of this title or this chapter or under the provisions of the nonprofit corporation's governing documents, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be equivalent to the giving of the notice.
(Acts 1984, No. 84-290, p. 502, §15; §10-3A-30; amended and renumbered by Act 2009-513, p. 967, §171.)
2023 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-3-2.05 - Voting of Members.

Section 10A-3-2.05
Voting of members.
(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the nonprofit corporation's governing documents. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
(b) A member entitled to vote may vote in person or, unless the nonprofit corporation's governing documents otherwise provide, may vote by proxy executed in writing by the member, or by his or her duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.
(c) The governing documents of a nonprofit corporation may provide that in all elections of directors every member entitled to vote shall have the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.
(d) If a nonprofit corporation has no members or its members have no right to vote, the directors shall have the sole voting power.
(Acts 1984, No. 84-290, p. 502, §16; §10-3A-31; amended and renumbered by Act 2009-513, p. 967, §171.)
2023 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-3-2.06 - Quorum of Members.

Section 10A-3-2.06
Quorum of members.
The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for any action to be taken unless a greater proportion is required by this title or this chapter or by the nonprofit corporation's governing documents.
(Acts 1984, No. 84-290, p. 502, §17; §10-3A-32; amended and renumbered by Act 2009-513, p. 967, §171.)
2023 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-3-2.07 - Greater Voting Requirements.

Section 10A-3-2.07
Greater voting requirements.
Whenever, with respect to any action to be taken by the members or directors of a nonprofit corporation, the governing documents of the nonprofit corporation require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this title or this chapter, the provisions of the governing documents shall control.
(Acts 1984, No. 84-290, p. 502, §18; §10-3A-33; amended and renumbered by Act 2009-513, p. 967, §171.)
2023 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-3-2.08
Governing 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.)
2023 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-3-2.09
Number and election of directors; terms; removal from office.
(a) The number of directors of a nonprofit corporation shall be not less than one. Subject to this limitation, unless the number of directors is fixed by the certificate of formation or the bylaws, the board of directors may fix the number of directors from time to time. The number of directors to serve on the initial board of directors shall be fixed by the certificate of formation. Unless the certificate of formation or bylaws require an amendment to the certificate or the bylaws, the number of directors may be increased or decreased from time to time by the board of directors. No decrease in number shall have the effect of shortening the term of any incumbent director.
(b) The directors constituting the initial 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; Act 2021-299, §5.)
2023 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-3-2.10
Board 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.)
2023 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-3-2.11
Quorum 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.)
2023 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-3-2.12
Board 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.)
2023 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-3-2.13
Place 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.)
2023 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-3-2.14
Action 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.)
2023 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-3-2.21
Officers.
(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 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.
(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; Act 2021-299, §5.)
2023 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-3-2.22
Removal 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.)
2023 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-3-2.31
Bylaws.
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.)
2023 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-3-2.32
Books 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.)
2023 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-3-2.41
Shares 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.)
2023 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-3-2.42
Loans 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.)
2023 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-3-2.43
Power 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 )
2023 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-3-2.44
Assertion 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.)
2023 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-3-3.01
Generally; 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.)
2023 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-3-3.02
Supplemental 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.)
2023 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-3-3.03
Commencement 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.)
2023 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-3-3.04
Organizational 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.)
2023 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-3-4.01
Procedure 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.)
2023 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-3-4.02
Certificate 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.)
2023 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-3-4.03
Effect 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.)
2023 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-3-4.04
Restated 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.)
2023 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-3-5.01
Procedure 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.)
2023 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-3-5.02
Procedure 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.)