Title 10A — Title 10A

(a) Members of any class or voting group may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes that participation for that class or voting group. Participation as a member by means of remote communication is sub…

(a) Except as otherwise provided in the certificate of incorporation or bylaws, any action that may be taken at any meeting of members may be taken without a meeting if the membership nonprofit corporation delivers notice that includes a ballot to every member entitled to vote on…

(a) After fixing a record date for a meeting, a membership nonprofit corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of and to vote at the members’ meeting. Each list must be arranged by voting group (and within each votin…

The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied as provided in the membership nonprofit corporation’s certificate of incorporation or bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall …

(a) Except as otherwise provided in the certificate of incorporation or bylaws, a member may vote in person or by proxy. (b) A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form, or by an ele…

(a) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment corresponds to the name of a member, the membership nonprofit corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appo…

(a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those votes exists with respect to that matter. Except as provided in the certificate of incorporation or bylaws, members representing a majority of the votes enti…

(a) If this chapter, the certificate of incorporation, or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-3A-7.24. (b) If this chapter, the certificate of incorporat…

(a) The certificate of incorporation or bylaws may provide for a higher or lower quorum or voting requirement for members (or voting groups of members) than is provided for by this chapter. (b) An amendment to the certificate of incorporation or bylaws that adds, changes, or dele…

(a) Except as otherwise provided in the certificate of incorporation or bylaws, directors of a membership nonprofit corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) Members do n…

(a) A membership nonprofit corporation may appoint one or more inspectors to act at a meeting of members and make a written report thereof. The membership nonprofit corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If…

(a) Except as provided in the certificate of incorporation or bylaws, two or more members may provide for the manner in which they will vote by signing a written agreement for that purpose. A voting agreement is valid for the period provided in the agreement. (b) A voting agreeme…

All corporate powers shall be exercised by or under authority of, and the activities and affairs of a nonprofit corporation shall be managed by or under the direction and subject to the oversight of, the board of directors except as may be otherwise provided in this chapter or th…

(a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the nonprofit corporation and be lawful. Qualifications may include not being or having been subject to specifi…

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner pr…

(a) Except as set forth in Section 10A-3A-2.04, the directors of a membership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certifica…

(a) The certificate of incorporation or bylaws may specify the terms of directors. If a term is not specified in the certificate of incorporation or bylaws, the term of a director is one year. (b) A decrease in the number of directors or term of office does not shorten an incumbe…

The certificate of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform. History: (Act 2023-503…

(a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the secretary, or to the nonprofit corporation. (b) A resignation is effective as provided in Section 10A-3A-1.03(i) unless the resignation provides for …

(a) Except as provided in the certificate of incorporation or bylaws, a director of a membership nonprofit corporation may be removed with or without cause by the members who are eligible under Section 10A-3A-8.10 to vote to fill the vacancy created by the removal of that directo…

The designated court, and if none, the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office is lo…

(a) Except as otherwise provided in subsection (b), the certificate of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: (1) the members may fill the vacancy; (2) the board of di…

Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. History: (Act 2023-503, §1.)

(a) The board of directors may hold regular or special meetings in or out of the state. (b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in a meeting of the board through the use of any means of communication by which all d…

(a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a…

(a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the place, if any, date, time, or purpose of the meeting. (b) Unless the certificate of incorporation or bylaws provide for a longer o…

(a) A director may waive any notice required by this chapter, the certificate of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice…

(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the cer…

(a) A committee of the board of directors composed exclusively of one or more directors may be established to perform functions of the board: (1) by the certificate of incorporation or bylaws; or (2) except as restricted by the certificate of incorporation or bylaws, by the board…

2026-495) [Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) Whenever this chapter expressly requires the board of directors to approve or take other action with respect to any agreement, instrument, plan, or doc…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) Each member of the board of directors, when discharging the duties of a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes to be in the best interests of …

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) A director shall not be liable to the nonprofit corporation or its members for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserti…

(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-3A-6.40 or Section 10A-3A-11.07 is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been di…

(a) A nonprofit corporation may not lend money to or guarantee the obligation of a director or officer of the nonprofit corporation. (b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. History: (Act 2023…

(a) A nonprofit corporation has the officers described in its certificate of incorporation or bylaws or appointed by the board of directors in accordance with the certificate of incorporation or bylaws. (b) The board of directors may elect individuals to fill one or more offices …

Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer au…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) An officer, when performing in that capacity, has the duty to act: (1) in good faith; (2) with the care that a person in a like position would reasonably exercise under similar circumstances; and (…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the nonprofit corporation. A resignation is effectiv…

(a) The election or appointment of an officer does not itself create contract rights. (b) An officer’s removal does not affect the officer’s contract rights, if any, with the nonprofit corporation. An officer’s resignation does not affect the nonprofit corporation’s contract righ…

In this division: (1) “DIRECTOR” or “OFFICER” means an individual who is or was a director or officer, respectively, of a nonprofit corporation or who, while a director or officer of the nonprofit corporation, is or was serving at the nonprofit corporation’s request as a director…

(a) Except as otherwise provided in this section, a nonprofit corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (1)(i) the director conducted himself or herself in good fait…

A nonprofit corporation may provide in its certificate of incorporation or bylaws that the nonprofit corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the direct…

(a) A nonprofit corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to…

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice…

(a) A nonprofit corporation may not indemnify a director under Section 10A-3A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Sectio…

(a) A nonprofit corporation may indemnify and advance expenses under this Division E of this Article 8 to an officer who is a party to a proceeding because he or she is an officer: (1) to the same extent as a director; and (2) if he or she is an officer but not a director, to suc…

A nonprofit corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the nonprofit corporation, or who, while a director or officer of the nonprofit corporation, serves at the nonprofit corporation’s request as a director, officer…

(a) A nonprofit corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnific…

A nonprofit corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E of this Article 8. History: (Act 2023-503, §1.)

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) No contract or transaction between a nonprofit corporation and one or more of its directors or officers, or between a nonprofit corporation and any other corporation, partnership…