Code of Alabama - Title 10A: Alabama Business and Nonprofit Entities Code - Chapter 3 - Nonprofit Corporations

• Article 1 General Provisions.
• Section 10A-3-1.01 Short title
  This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the "Alabama Nonprofit Corporation Law."
• Section 10A-3-1.02 Definitions
  As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION. The original...
• 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...
• 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...
• Article 2 Substantive Provisions.
• Division A Members and Directors.
• 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...
• Section 10A-3-2.02 Meetings of members, generally
  (a) Meetings of members may be held at the place, either within or without Alabama, as may be provided in the bylaws. In the absence...
• Section 10A-3-2.03 Notice of members' meetings
  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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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 three. Subject to this limitation, the number of directors shall be...
• 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...
• 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...
• 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,...
• 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...
• 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...
• Division B 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...
• 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...
• Division C Bylaws; Books and Records.
• 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...
• 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...
• Division D Entity Specific Powers; Limitations.
• 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...
• 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...
• 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...
• 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...
• Article 3 Formation of Nonprofit Corporations.
• 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...
• 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...
• 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...
• 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...
• Article 4 Amendments.
• 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...
• 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...
• 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...
• 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...
• Article 5 Merger and Consolidation.
• 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...
• 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...
• Section 10A-3-5.03 Approval of merger or consolidation
  (a) A plan of merger or consolidation shall be adopted in the following manner: (1) If the members of any merging or consolidating nonprofit corporation...
• Section 10A-3-5.04 Articles of merger or consolidation
  (a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president,...
• Section 10A-3-5.05 Effect of merger or consolidation
  (a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11....
• Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations
  (a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the...
• Section 10A-3-5.07 Nonexclusive
  The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner...
• Article 6 Sale of Assets.
• Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets
  A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made...
• Article 7 Dissolution.
• Section 10A-3-7.01 Voluntary dissolution - Procedure
  (a) A nonprofit corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the...
• Section 10A-3-7.02 Voluntary dissolution - Distribution of assets generally
  The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the...
• Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets
  A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the...
• Section 10A-3-7.04 Voluntary dissolution - Revocation of voluntary dissolution proceedings
  (a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke...
• Section 10A-3-7.05 Voluntary dissolution - Articles of dissolution
  If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or...
• Section 10A-3-7.06 Voluntary dissolution - Filing of articles of dissolution
  (a) The articles of dissolution shall be delivered to the Secretary of State for filing. (b) Upon the filing of the articles of dissolution, the...
• Section 10A-3-7.07 Involuntary dissolution - Grounds
  A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit...
• Section 10A-3-7.08 Involuntary dissolution - Procedure; notification to Attorney General
  The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for...
• Section 10A-3-7.09 Involuntary dissolution - Venue and service of process
  Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in the circuit court for the county in...
• Section 10A-3-7.10 Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation
  (a) The circuit court of the county in which the nonprofit corporation's principal office is located in this state, and if none in this state,...
• Section 10A-3-7.11 Procedure in liquidation of corporation by court
  (a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions,...
• Section 10A-3-7.12 Liquidation - Qualification of receivers
  A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which...
• Section 10A-3-7.13 Liquidation - Filing of claims in liquidation proceedings
  In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with...
• Section 10A-3-7.14 Liquidation - Discontinuance of liquidation proceedings
  The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that...
• Section 10A-3-7.15 Liquidation - Entry of order of involuntary dissolution
  In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and...
• Section 10A-3-7.16 Filing of order of dissolution
  In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy...
• Section 10A-3-7.17 Deposits with State Treasurer
  Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be...
• Section 10A-3-7.18 Survival of remedy after dissolution
  The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an...
• Article 8 Miscellaneous Provisions.
• Section 10A-3-8.01 Unauthorized assumption of corporate powers
  All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities...
• Section 10A-3-8.02 Effect of repeal of prior acts
  The repeal of a prior act by this title shall not impair, or otherwise affect, the organization or the continued existence of an existing nonprofit...

Last modified: May 3, 2021