Title 10A — Title 10A
0 chapters · 1,493 sections in this title.
Ala. Code § 10A-3A-9.00 Applicability of Division B of Article 3 of Chapter 1
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Division B of Article 3 of Chapter 1 shall not apply to this chapter. History: (Act 2023-503, §1.)
Ala. Code § 10A-3A-9.01 Authority to Amend
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(a) A nonprofit corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be containe…
Ala. Code § 10A-3A-9.02 Amendment of Certificate of Incorporation of Membership Nonprofit
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Corporation Before Admission of Members. Subject to Section 10A-3A-9.30, if a membership nonprofit corporation has not yet admitted any members, the board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the membership nonpro…
Ala. Code § 10A-3A-9.03 Amendment of Certificate of Incorporation of Membership Nonprofit
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Corporation After Members Have Been Admitted. If a membership nonprofit corporation has admitted any members, an amendment to the certificate of incorporation shall be adopted in the following manner: (a) The proposed amendment shall first be adopted by the board of directors. (b…
Ala. Code § 10A-3A-9.04 Voting on Amendments by Voting Groups
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Except as provided in the certificate of incorporation or bylaws: (a) If a membership nonprofit corporation has more than one class of members, the members of each class are entitled to vote as a separate voting group (if member voting is otherwise required by this chapter) on a …
Ala. Code § 10A-3A-9.05 Amendment of Certificate of Incorporation of Nonmembership Nonprofit
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Corporation. Except as otherwise provided in the certificate of incorporation: (1) the board of directors of a nonmembership nonprofit corporation, or if the initial board of directors of a nonmembership nonprofit corporation is not named in the certificate of incorporation and h…
Ala. Code § 10A-3A-9.06 Certificate of Amendment
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(a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter, the certificate of incorporation, and bylaws, the nonprofit corporation must deliver to the Secretary of State, for filing, a certificate of amendment,…
Ala. Code § 10A-3A-9.07 Restated Certificate of Incorporation
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(a)(1) A membership nonprofit corporation’s board of directors may restate its certificate of incorporation at any time, without the approval of the members or any person or group of persons specified in the certificate of incorporation, to consolidate all amendments into a singl…
Ala. Code § 10A-3A-9.08 Amendment Pursuant to Reorganization
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(a) A nonprofit corporation’s certificate of incorporation may be amended without action by the board of directors, the members, if any, or a person or group of persons, if any, whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-9.30,…
Ala. Code § 10A-3A-9.09 Effect of Amendment to Certificate of Incorporation
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(a) An amendment to the certificate of incorporation does not affect: (1) a cause of action existing against or in favor of the nonprofit corporation; (2) a proceeding to which the nonprofit corporation is a party; or (3) the existing rights of persons other than (i) members of t…
Ala. Code § 10A-3A-9.10 Effect of Restatement of Certificate of Incorporation
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(a) A restated certificate of incorporation takes effect when the filing of the restated certificate of incorporation takes effect as provided by Article 4 of Chapter 1. (b) On the date and time the restated certificate of incorporation takes effect, the original certificate of i…
Ala. Code § 10A-3A-9.20 Authority to Amend
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(a) The members of a membership nonprofit corporation may amend or repeal the membership nonprofit corporation’s bylaws except as provided in the certificate of incorporation or bylaws. (b) The board of directors of a membership nonprofit corporation or nonmembership nonprofit co…
Ala. Code § 10A-3A-9.21 Bylaw Increasing Quorum or Voting Requirement for Directors or
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Requiring a Meeting Place in a Membership Nonprofit Corporation. In a membership nonprofit corporation: (a) A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of the members to be held at a place may be amended or repealed:…
Ala. Code § 10A-3A-9.22 Bylaw Amendments Requiring Member Approval
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In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws: (a) The board of directors of a membership nonprofit corporation that has one or more members at the time may not adopt or amend a bylaw under: (1) Section 10A-3A-6.10 providi…
Ala. Code § 10A-3A-9.30 Approval by Specified Person or Group of Persons
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(a) The certificate of incorporation of a membership nonprofit corporation may require that an amendment to the certificate of incorporation, including amendments under Section 10A-3A-9.03(g), be approved in writing by a specified person or group of persons in addition to the boa…