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

Section 10A-3-1.05 - This Section Was Assigned by the Code Commissioner in the 2021 Regular Session, Effective January 1, 2022. This Is Not in the Current Code Supplement. - (a) A notice under this chapter must be in writing...

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...

Section 10A-3-2.02 - Meetings of Members, Remote Communication. - (a) Unless the board of directors determines to hold the...

Section 10A-3-2.03 - Notice of Members' Meetings. - THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021...

Section 10A-3-2.04 - Waiver of Notice. - Whenever any notice is required to be given to any...

Section 10A-3-2.05 - Voting of Members. - (a) The right of the members, or any class or...

Section 10A-3-2.06 - Quorum of Members. - The bylaws may provide the number or percentage of members...

Section 10A-3-2.07 - Greater Voting Requirements. - Whenever, with respect to any action to be taken by...

Section 10A-3-2.08 - Governing Authority; Board of Directors. - (a) All corporate powers shall be exercised by or 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...

Section 10A-3-2.10 - Board of Directors; Vacancies. - (a) Any vacancy occurring in the board of directors and...

Section 10A-3-2.11 - Quorum of Directors. - (a) A majority of the number of directors fixed by...

Section 10A-3-2.12 - Board of Directors; Committees. - If the governing documents of a nonprofit corporation so provide,...

Section 10A-3-2.13 - Place and Notice of Directors' Meetings; Committee Meetings. - (a) Meetings of the board of directors, regular or special,...

Section 10A-3-2.14 - Action by Members or Directors Without Meeting. - Any action required by this title or this chapter to...

Division B - Officers.

Section 10A-3-2.21 - Officers. - (a) The officers of a nonprofit corporation shall consist of...

Section 10A-3-2.22 - Removal of Officers. - Any officer elected or appointed may be removed by the...

Division C - Bylaws; Books and Records.

Section 10A-3-2.31 - Bylaws. - The initial bylaws of a nonprofit corporation shall be adopted...

Section 10A-3-2.32 - Books and Records. - Each nonprofit corporation shall keep correct and complete books and...

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...

Section 10A-3-2.42 - Loans to Directors and Officers Prohibited. - No loans shall be made by a nonprofit corporation to...

Section 10A-3-2.43 - Power to Indemnify Directors or Officers. - Each nonprofit corporation shall have the power to indemnify any...

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...

Article 3 - Formation of Nonprofit Corporations.

Section 10A-3-3.01 - Generally; Incorporators. - One or more persons, partnerships, domestic corporations or foreign corporations,...

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...

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...

Section 10A-3-3.04 - Organizational Meeting of Directors - First Meeting of Members. - (a) After the filing of the certificate of formation, an...

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...

Section 10A-3-4.02 - Certificate of Amendment; Execution and Required Supplemental Provisions. - The certificate of amendment of a nonprofit corporation shall be...

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...

Section 10A-3-4.04 - Restated Certificate of Formation. - (a) A domestic nonprofit corporation may at any time restate...

Article 5 - Merger and Consolidation.

Section 10A-3-5.01 - Procedure for Merger. - (a) Any two or more domestic nonprofit corporations may merge...

Section 10A-3-5.02 - Procedure for Consolidation. - (a) Any two or more domestic nonprofit corporations may consolidate...

Section 10A-3-5.03 - Approval of Merger or Consolidation. - (a) A plan of merger or consolidation shall be adopted...

Section 10A-3-5.04 - Articles of Merger or Consolidation. - (a) Upon the approval, articles of merger or articles of...

Section 10A-3-5.05 - Effect of Merger or Consolidation. - (a) The merger or consolidation shall be effected upon the...

Section 10A-3-5.06 - Merger or Consolidation of Domestic and Foreign Nonprofit Corporations. - (a) One or more foreign nonprofit corporations and one or...

Section 10A-3-5.07 - Nonexclusive. - The provisions of this chapter on merger and consolidation are...

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...

Article 7 - Dissolution.

Section 10A-3-7.01 - Voluntary Dissolution - Procedure. - (a) A nonprofit corporation may dissolve and wind up its...

Section 10A-3-7.02 - Voluntary Dissolution - Distribution of Assets Generally. - The assets of a nonprofit corporation in the process of...

Section 10A-3-7.03 - Voluntary Dissolution - Plan of Distribution of Assets. - A plan providing for the distribution of assets, not inconsistent...

Section 10A-3-7.04 - Voluntary Dissolution - Revocation of Voluntary Dissolution Proceedings. - (a) A nonprofit corporation may, at any time prior to...

Section 10A-3-7.05 - Voluntary Dissolution - Articles of Dissolution. - If voluntary dissolution proceedings have not been revoked, then when...

Section 10A-3-7.06 - Voluntary Dissolution - Filing of Articles of Dissolution. - (a) The articles of dissolution shall be delivered to the...

Section 10A-3-7.07 - Involuntary Dissolution - Grounds. - A nonprofit corporation may be dissolved involuntarily by an order...

Section 10A-3-7.08 - Involuntary Dissolution - Procedure; Notification to Attorney General. - The Secretary of State shall certify to the Attorney General,...

Section 10A-3-7.09 - Involuntary Dissolution - Venue and Service of Process. - Every action for the involuntary dissolution of a nonprofit corporation...

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...

Section 10A-3-7.11 - Procedure in Liquidation of Corporation by Court. - (a) In proceedings to liquidate the assets and affairs of...

Section 10A-3-7.12 - Liquidation - Qualification of Receivers. - A receiver shall be a natural person, a partnership, a...

Section 10A-3-7.13 - Liquidation - Filing of Claims in Liquidation Proceedings. - In proceedings to liquidate the assets and affairs of a...

Section 10A-3-7.14 - Liquidation - Discontinuance of Liquidation Proceedings. - The liquidation of the assets and affairs of a nonprofit...

Section 10A-3-7.15 - Liquidation - Entry of Order of Involuntary Dissolution. - In proceedings to liquidate the assets and affairs of a...

Section 10A-3-7.16 - Filing of Order of Dissolution. - In case the court shall enter an order dissolving a...

Section 10A-3-7.17 - Deposits With State Treasurer. - Upon the voluntary or involuntary dissolution of a nonprofit corporation,...

Section 10A-3-7.18 - Survival of Remedy After Dissolution. - The dissolution of a nonprofit corporation either (1) by the...

Article 8 - Miscellaneous Provisions.

Section 10A-3-8.01 - Unauthorized Assumption of Corporate Powers. - All persons who assume to act as a corporation without...

Section 10A-3-8.02 - Effect of Repeal of Prior Acts. - The repeal of a prior act by this title shall...

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

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