Title 10A — Title 10A

Venue shall be as is provided in Section 6-3-6, as may be amended from time to time. History: (Acts 1995, No. 95-527, p. 1064, §13; §10-3B-13; amended and renumbered by Act 2009-513, p. 967, §320.)

In an action or proceeding against a nonprofit association, a summons and complaint shall be served on an agent authorized by appointment in Section 10A- 17-1.11 herein to receive service of process, or on an officer, managing or general agent, or person authorized to participate…

(a) If, before January 1, 1996, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on January 1, 1996 the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective. (b)…

The following sections and parts of sections of the Code of Alabama 1975, as amended, are not repealed by this chapter: (1) Sections 2-10-1 through 2-10-108, regarding cooperatives and associations. (2) Section 6-3-4, regarding venue of actions against unincorporated groups issui…

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. History: (Acts 1995, No. 95-527, p. 1064, §17; §10-3B-17; amended and renumbered by Act 2009-513, p. 967, §320.)

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. History: (Acts 1995, No. 95-527, p. 1064, §18; §10-3B-18; amended and renumbered by Act 2009-513, p. 967, §3…

This article together with applicable provisions of Chapter 1 shall be known and may be cited as the Decentralized Unincorporated Nonprofit Association Law. History: (Act 2026-325, §2.)

For the purposes of this article, the following terms have the following meanings: (1) ADMINISTRATOR. A person authorized by the members of a decentralized unincorporated nonprofit association to fulfill administrative or operational tasks at the direction of the membership. (2) …

(a) The law of this state governs any decentralized unincorporated nonprofit association that is formed in this state. (b) Each decentralized unincorporated nonprofit association’s governing principles shall identify the jurisdiction in which the decentralized unincorporated nonp…

(a) A decentralized unincorporated nonprofit association may engage in profit- making activities. Profits from any activities shall be used in furtherance of, or set aside for, the nonprofit association’s common nonprofit purpose. (b) Except as provided in subsection (c), a decen…

(a) Unless prohibited or otherwise limited by its written rules or governing documents, a decentralized unincorporated nonprofit association in its name may acquire, hold, encumber, or transfer an estate or interest in real or personal property. (b) Unless prohibited or otherwise…

(a) A decentralized unincorporated nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association. (b) An estate or interest in real property in the name of a decentralized uninco…

(a) A decentralized unincorporated nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort. (b) A person is not liable for a breach of a decentralized unincorporated nonpr…

(a) A decentralized unincorporated nonprofit association, in its own name, may institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution. (b) A …

A judgment or order against a decentralized unincorporated nonprofit association is not by itself a judgment or order against a member or administrator of the nonprofit association. History: (Act 2026-325, §2.)

(a) A decentralized unincorporated nonprofit association may deliver to the Secretary of State for filing a statement appointing an agent authorized to receive service of process. (b) A statement appointing an agent shall set forth: (1) The name of the nonprofit association; (2) …

In an action or proceeding against a decentralized unincorporated nonprofit association, a summons and complaint shall be served on the agent authorized by appointment in Section 10A-17-2.10 to receive service of process, on a person authorized to administer the affairs of the no…

A claim for relief against a decentralized unincorporated nonprofit association shall not abate merely because of a change in its members or persons authorized to administer the affairs of the nonprofit association. History: (Act 2026-325, §2.)

Venue shall be: (1) As provided in Section 6-3-6; or (2) The county in which the agent authorized to receive service of process under Section 10A-17-2.10 resides. History: (Act 2026-325, §2.)

(a) A decentralized unincorporated nonprofit association shall have perpetual existence unless its governing principles otherwise specify. (b) A decentralized unincorporated nonprofit association may be dissolved as follows: (1) If the governing principles of the nonprofit associ…

(a)(1) A person may become a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of that decentralized unincorporated nonprofit association. (2) If there are no applicable governing principles, a person shall be considered a …

(a)(1) A member may resign as a member of a decentralized unincorporated nonprofit association in accordance with the governing principles of that decentralized unincorporated nonprofit association. (2) If there are no applicable governing principles, a member shall be deemed to …

(a) Unless otherwise provided for in the governing principles, a member shall not have any fiduciary duty to a decentralized unincorporated nonprofit association or to any other member of the decentralized unincorporated nonprofit association merely by reason of being a member. (…

(a) A member is not an agent of a decentralized unincorporated nonprofit association merely by being a member. (b) A person’s status as a member does not prevent or restrict laws other than this article from imposing liability on a decentralized unincorporated nonprofit associati…

Except as otherwise provided in the decentralized unincorporated nonprofit association’s governing principles, a member’s interest or any right granted pursuant to the governing principles is freely transferable to another person through conveyance of the membership interest. His…

(a) Except as otherwise provided in the governing principles, a decentralized unincorporated nonprofit association shall have the approval of a majority of the membership interests participating in a vote to do any of the following: (1) Suspend, dismiss, or expel a member. (2) Se…

(a) A decentralized unincorporated nonprofit association may provide for its governance, in whole or in part, through distributed ledger technology including, but not limited to, smart contracts. (b) The governing principles for a decentralized unincorporated nonprofit associatio…

In accordance with its governing principles, a decentralized unincorporated nonprofit association may do both of the following: (1) Adopt any reasonable algorithmic means for establishing consensus for the validation of records, as well as for establishing requirements, processes…

(a) Unless otherwise provided for in the decentralized unincorporated nonprofit association’s governing principles, the members of the nonprofit association may select the nonprofit association’s administrators in accordance with Section 10A-17- 2.20. (b) If no administrators are…

(a) Except as provided by subsection (b), on reasonable notice, a member or administrator of a decentralized unincorporated nonprofit association is entitled to an electronic record of any record maintained by the nonprofit association regarding the nonprofit association’s activi…

(a) Unless otherwise provided in its governing principles, a decentralized unincorporated nonprofit association may reimburse a member or administrator for authorized expenses reasonably incurred on behalf of the nonprofit association. (b) A decentralized unincorporated nonprofit…

(a) A dissolved decentralized unincorporated nonprofit association shall wind up its operations and may continue after dissolution only for the purpose of winding up. (b) In winding up a decentralized unincorporated nonprofit association, the members shall discharge the decentral…

A decentralized unincorporated nonprofit association may effect a merger or conversion by complying with the applicable provisions of Chapter 1 and its governing principles. History: (Act 2026-325, §2.)

Principles of law and equity supplement this chapter unless displaced by a specific provision of this chapter. History: (Act 2026-325, §2.)

This chapter and the provisions of Chapter 1, to the extent applicable to Alabama statewide trade associations, may be cited as the Alabama Statewide Trade Association Law. History: (Act 2024-413, §3.)

The provisions of the Alabama Nonprofit Corporation Law shall apply to Alabama statewide trade associations, except to the extent they are inconsistent with the provisions of this chapter. History: (Act 2024-413, §3.)

As used in this chapter, unless the context otherwise requires, the term: (a) ALABAMA STATEWIDE TRADE ASSOCIATION means a domestic entity that is formed under or is governed by the Alabama Nonprofit Corporation Law and that: (1) is a membership nonprofit corporation as defined in…

(a) In lieu of any records required to be maintained by a membership nonprofit corporation under the Alabama Nonprofit Corporation Law, a statewide trade association must maintain the following records: (1) its certificate of incorporation as currently in effect; (2) its bylaws a…

In lieu of any inspection rights of the members of a membership nonprofit corporation under the Alabama Nonprofit Corporation Law: (a) A member of an Alabama statewide trade association is entitled to inspect the records required to be maintained by the Alabama statewide trade as…

(a) If an Alabama statewide trade association does not, within the time period set forth in Section 10A-18-1.05, allow a member who complies with Section 10A-18- 1.05 to inspect the records required to be maintained by Sections 10A-18-1.04(a) (1) through (6), a member may petitio…

(a) If a member of an Alabama statewide trade association has a reasonable belief that financial fraud or malfeasance has occurred or is occurring at the Alabama statewide trade association, that member may petition the Montgomery County Circuit Court for an independent audit of …

In addition to the restrictions on the use of membership lists under the Alabama Nonprofit Corporation Law: (a) In an effort to prevent cybercrime, identity fraud, and financial crimes, an Alabama statewide trade association shall take reasonable precautions to safeguard member d…

(a) A membership nonprofit corporation formed under or governed by the Alabama Nonprofit Corporation Law that elects to be governed by this chapter shall amend its certificate of incorporation by setting forth in its certificate of incorporation a statement that it is an Alabama …

Any bishop of a diocese consisting wholly or in part of territory in Alabama may become a corporation sole with the power and authority defined in this article by proceeding according to the provisions of this article. History: (Acts 1911, No. 429, p. 452; Code 1923, §7112; Code …

To become a corporation sole, the bishop shall present to the Secretary of State of Alabama an application signed by the bishop which shall set forth: (1) The name, official designation, and place of residence of the applicant, the name of the church of which the individual is a …

When the application has been made, filed, and recorded as provided in Section 10A-20-1.02, the applicant shall constitute a corporation sole under the name proposed in the application; and the Secretary of State shall make and issue to the applicant a certificate of incorporatio…

A corporation sole under this article shall have the following powers: (1) To have succession by its corporate name perpetually; (2) To sue and be sued and defend; (3) To make and use a corporate seal and alter the same at pleasure; (4) To receive, take and hold, by sale, gift, l…

When a bishop has become a corporation sole pursuant to this article, each of the successors in the bishopric shall succeed the bishop in the corporation upon making and filing with the Secretary of State an application for a certificate of succession setting forth: (1) The succe…

A bishop who has become a corporation sole pursuant to this chapter shall be authorized to appoint an administrator to act for the corporation during the time as the bishopric shall for any reason be vacant. In the event a vacancy should occur in the bishopric and no administrato…

Any corporation sole under this article may be dissolved by the bishop who constitutes the corporation filing with the Secretary of State an application therefor, which shall be subscribed, sworn to, and certified as in the case of an application for incorporation. Upon the filin…