Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Chapter 20 - Special Purpose Entities
- Article 1 Bishop of Diocese.
- Article 2 Churches, Public Societies, and Graveyard Owners.
- Section 10A-20-2.01 Incorporation
(a) The members of any church, conference of churches, religious society, educational society, benevolent, monument, or burial society, patriotic society, societies for the purpose of...
- Section 10A-20-2.02 Powers of corporation
Corporations not of a business character created under this article or created by special act of the Legislature heretofore may acquire, hold, administer, distribute, or...
- Section 10A-20-2.03 Independence of church corporations in control of real property
(a) Unless otherwise clearly stated in the deed or other instrument under which any church corporation organized under this article derives title or unless afterwards...
- Section 10A-20-2.04 Validity of service of process on trustee
In all civil actions or legal proceedings, the service of process and papers on a trustee of the corporation is valid for the purpose of...
- Section 10A-20-2.05 Borrowing of money and securing same by mortgage or deed of trust
The trustees, or a majority of them, or authorized agents of any church, conference of churches, societies, or associations organized by special charter or under...
- Section 10A-20-2.06 Sale and conveyance of property
The trustees or other authorized agents of any church, conference of churches, society, association, or other corporation organized under this article may sell and convey...
- Section 10A-20-2.07 Effect of recital in minutes on proceedings under Sections 10A-20-2.05 and 10A-20-2.06
A recital upon the minutes of the proceedings of a society or church that the notice required in Sections 10A-20-2.05 and 10A-20-2.06 was given, and...
- Section 10A-20-2.08 Burial societies - Special powers
Burial societies so incorporated may exercise all powers necessary for properly governing, beautifying, improving, and taking care of such graveyard, and may make bylaws, rules,...
- Section 10A-20-2.09 Burial societies - Chair and members of board
When a graveyard is wholly under the control of persons belonging to one denomination or faith, the elder, deacon, minister, bishop, or priest who is...
- Article 3 Conference of Ministers.
- Article 4 State Conventions or Associations of Churches.
- Section 10A-20-4.01 Powers of conventions or associations
State conventions or state associations of churches, generally known as congregational churches, which have been heretofore incorporated under any general or special law of the...
- Section 10A-20-4.02 Establishment of schools, hospitals, orphanages, etc., by state, sectional, or national conventions or associations
Incorporated conventions or associations, as well as sectional or national conventions or associations of churches incorporated under the laws of any state, may establish schools,...
- Section 10A-20-4.03 Perpetual existence of conventions or association
All conventions or associations, heretofore incorporated under general or special laws or hereafter organized under general laws, shall have perpetual existence, and may hereafter do...
- Section 10A-20-4.04 Ratification and confirmation of corporate existence
Any incorporated convention or association, heretofore organized under any general or special law or that may be hereafter under general laws organized, shall not lose...
- Article 5 Educational Institutions.
- Article 6 Health Care Services Plans.
- Section 10A-20-6.01 Applicability of article
Any nonstock nonprofit corporations organized for the purpose of establishing, maintaining, and operating a health care service plan under which health services are furnished to...
- Section 10A-20-6.02 Incorporation
(a) The incorporators of any corporation to be governed by this article shall prepare and deliver to the Secretary of State for filing a certificate...
- Section 10A-20-6.03 Health care facilities which may participate
Any health care facility capable of entering into a binding contract may participate as a member of the corporation if the health care facility: (1)...
- Section 10A-20-6.04 Board of directors
The property and business of the corporation shall be managed by a board of directors with the powers and authority necessary or incidental to the...
- Section 10A-20-6.05 Bylaws
The power to adopt, alter, amend, or repeal bylaws shall be vested in the board of directors. The bylaws may contain any provisions for the...
- Section 10A-20-6.06 Altering, amending, or changing certificate of formation
The corporation may change its corporate name, the location of its principal office, or make other alteration, amendment, or change in its certificate of formation,...
- Section 10A-20-6.07 Certificates of authority; contracts with public
Every corporation organized under this article shall procure from the Commissioner of Insurance a certificate of authority to do business, for which the corporation shall...
- Section 10A-20-6.08 License, privilege, or other taxes by municipalities or counties prohibited
No license, privilege, or other tax shall be charged any corporation organized under this article by or on behalf of any city or municipality of...
- Section 10A-20-6.09 Selection of health care facility by certificate holders
Any holder in good standing of a certificate for a health service may select any health care facility which may be designated by a corporation...
- Section 10A-20-6.10 Regulation of rates, charges, fees, and dues
The rates, charges, fees, and dues to be paid by the public for benefits under a health service plan and for contracts or certificates covering...
- Section 10A-20-6.11 Examination power of Commissioner of Insurance
The Commissioner of Insurance or any of his or her designated deputies or examiners shall have the power of visitation and examination into the affairs...
- Section 10A-20-6.12 Certificates for agents; filing of health service certificates
Persons representing a health care service corporation organized under this chapter in writing or soliciting health care certificates for the corporation, and the health care...
- Section 10A-20-6.13 Deposit of securities with State Treasurer
Every health care service corporation shall deposit with, and thereafter maintain on deposit with, the Treasurer of the State of Alabama bonds of the United...
- Section 10A-20-6.14 Filing of annual statements
(a) On or before the first day of March of each year, every company transacting business under this article in this state shall file with...
- Section 10A-20-6.15 Review of decisions, etc., by Commissioner of Insurance
All decisions, findings, and orders of the Commissioner of Insurance made under this article shall be subject to review, revision, and reversal by proper proceedings...
- Section 10A-20-6.16 Applicability of insurance laws
(a) No statute of this state applying to insurance companies shall be applicable to any corporation organized under this article and amendments thereto or to...
- Article 7 Industrial Development Corporation.
- Section 10A-20-7.01 Definitions
For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section: (1) BOARD OF DIRECTORS. The...
- Section 10A-20-7.02 Incorporation
(a) Five or more financial institutions or persons, a majority of whom shall be residents of this state, who may desire to create an industrial...
- Section 10A-20-7.03 First meeting
(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place,...
- Section 10A-20-7.04 Powers of corporation
In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation shall, subject...
- Section 10A-20-7.05 Membership - Application; when effective
Any financial institution may request membership in the corporation by making application to the board of directors on the form in the manner as the...
- Section 10A-20-7.06 Membership - Withdrawal
(a) Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation five years in...
- Section 10A-20-7.07 Directors and officers
(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a...
- Section 10A-20-7.08 Corporation to be state development company
Any corporation organized under this article shall be a state development company, as defined in the Small Business Investment Act of 1958, or any other...
- Section 10A-20-7.09 Powers of stockholders and members
(a) The stockholders and the members of the corporation shall have the following powers of the corporation: (1) To determine the number of and elect...
- Section 10A-20-7.10 Rights to shares, bonds, securities, or other evidences of corporate indebtedness
(a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of association,...
- Section 10A-20-7.11 Loans to corporation by members
Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on the terms and...
- Section 10A-20-7.12 Credit of state not to be pledged
Under no circumstances shall the credit of the state be pledged to any corporation organized under this article.
- Section 10A-20-7.13 Taking of security by mortgage or otherwise
Notwithstanding the provisions of any other law of this state, now or hereinafter enacted, any corporation organized under this article shall be authorized to take...
- Section 10A-20-7.14 Tax exemptions, credits, and privileges
Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws...
- Section 10A-20-7.15 Occupational license taxes
Every corporation organized and engaged in business under this article shall pay an annual state occupational license tax of fifty dollars ($50). Counties and municipalities...
- 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...
- 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...
- 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...
- Section 10A-20-7.19 Fiscal year
Corporations organized under this article shall adopt the calendar year as their fiscal year.
- 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...
- 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...
- 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...
- 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...
- Article 8 Local Fraternal Orders.
- Section 10A-20-8.01 Definitions
For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section: (1) AFFILIATED ORGANIZATIONS. Organizations or...
- 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...
- 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...
- 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...
- 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...
- 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...
- 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...
- 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...
- 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...
- 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.
- Article 9 Single-tax and other Mutal Economic Associations.
- 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...
- 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...
- 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,...
- 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...
- 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,...
- Article 10 Private Foundations.
- Article 11 Alternation, Amendment, or Extension of Charter of Medical, Dental, Pharmaceutical, or Similar Associations.
- Article 12 Alteration or Amendment of Charters of Corporations Not of a Business Character.
- Article 13 Retail Merchants' Associations.
- Article 14 Wholesale Merchants' Associations.
- Article 15 Water Power Companies.
- Article 16 Liability of Officers of Nonprofit Organizations.
- 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...
- 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...
- 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...
- 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...
- Section 10A-20-16.05 Construction
Nothing in this article shall be construed to affect any action brought under Title 41, Chapter 5.
Last modified: May 3, 2021