Title 10A

(a) An organization other than a nonprofit corporation may convert to a nonprofit corporation, and a nonprofit corporation may convert to an organization other than a nonprofit corporation pursuant to this article, and a plan of conversion, if: (1) the governing statute of the or…

In the case of a conversion of a membership nonprofit corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the members entitle…

In the case of a conversion of a nonmembership nonprofit corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall be adopted by the board of directors; and (b) A plan of conversion adopted by the board of directors under this s…

(a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), whi…

(a) A plan of conversion of a converting organization that is a nonprofit corporation may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if…

(a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remain vested in the converted organization without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting organi…

(a) The certificate of incorporation of a membership nonprofit corporation may require that a conversion under this article or under Article 8 of Chapter 1 be approved in writing by a specified person or group of persons in addition to the board of directors and members. (b) The …

This article is not exclusive. This article does not preclude a nonprofit corporation from converting under law other than this chapter. (Act 2023-503, §1.)

(a) Before January 1, 2025, this chapter governs only: (1) a nonprofit corporation incorporated on or after January 1, 2024; and (2) a nonprofit corporation incorporated before January 1, 2024, which elects, by amending or restating that nonprofit corporation’s certificate of inc…

A foreign nonprofit corporation registered or authorized to transact business in this state on January 1, 2024, is subject to this chapter and is deemed to be registered to transact business in this state, and is not required to renew its registration to transact business under A…

(a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incur…

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or applic…

This chapter modifies, limits, and supersedes the Federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C § 7001(c), or authorize electronic delivery of any of the no…

A nonprofit corporation formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. (Act 2023-503, §1.)

A nonprofit corporation governed by this chapter and in existence before August 1, 2026, may elect, on or before December 31, 2026, to amend its certificate of incorporation to state the following: “This nonprofit corporation shall be governed by Chapter 3A of Title 10A, Code of …