Title 10A

From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under Section 10A-3A-1.27: (a) Each defective corporate action ratified in accordance with Section 10A-3A-1.22 shall not be void or voidable as a result of t…

(a) If the defective corporate action ratified under this Division B of Article 1 would have required under any other section of this chapter a filing instrument to be delivered to a filing officer for filing and either (i) the filing instrument requires any change to give effect…

(a) Upon application by the nonprofit corporation, any successor entity to the nonprofit corporation, a director of the nonprofit corporation, any member (if applicable) of the nonprofit corporation, including any member as of the date of the defective corporate action ratified u…

(a) As used in this chapter, unless otherwise specified or unless the context otherwise requires, “qualified director” is a director who, at the time action is to be taken under: (1) Section 10A-3A-2.02(b)(6), is not a director (i) to whom the limitation or elimination of the dut…

(a) A membership nonprofit corporation has delivered written notice or any other report or statement under this chapter, the certificate of incorporation, or the bylaws to all members who share a common address if: (1) the membership nonprofit corporation delivers one copy of the…

(a) The law of the jurisdiction of formation of a foreign nonprofit corporation governs: (1) the incorporation and internal affairs of the foreign nonprofit corporation; (2) the liability of its members as members for the debts, obligations, or other liabilities of the foreign no…

(a) A nonprofit corporation may have one or more classes of members or may have no members. If the nonprofit corporation has one or more classes of members, the designation of the class or classes, the manner of election or appointment and the qualifications and rights of the mem…

(a) Unless the board of directors determines to hold the meeting of the members solely by means of remote communication in accordance with subsections (d), (e), and (f), meetings of members may be held at the place, either within or without Alabama, as may be provided in the byla…

Unless otherwise provided in the nonprofit corporation’s governing documents, notice stating the place, if any, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more th…

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this title or this chapter or under the provisions of the nonprofit corporation’s governing documents, a waiver thereof in writing signed by the person or persons entitl…

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the nonprofit corporation’s governing documents. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to o…

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any provision, members…

Whenever, with respect to any action to be taken by the members or directors of a nonprofit corporation, the governing documents of the nonprofit corporation require the vote or concurrence of a greater proportion of the directors or members or any class of members than required …

(a) All corporate powers shall be exercised by or under authority of, and the business and affairs of a nonprofit corporation shall be managed under the direction of a board of directors except as may be otherwise provided in this chapter or the certificate of formation. If any p…

(a) The number of directors of a nonprofit corporation shall be not less than one. Subject to this limitation, unless the number of directors is fixed by the certificate of formation or the bylaws, the board of directors may fix the number of directors from time to time. The numb…

(a) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless th…

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the gover…

If the governing documents of a nonprofit corporation so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to th…

(a) Meetings of the board of directors, regular or special, may be held either within or without Alabama. (b) Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the boa…

Any action required by this title or this chapter to be taken at a meeting of the members or directors of a nonprofit corporation or any action which may be taken at a meeting of the members or directors or of a committee of directors may be taken without a meeting if a consent i…

(a) The officers of a nonprofit corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer, and other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time, in the manner and for th…

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever in their judgment the best interests of the nonprofit corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights…

The initial bylaws of a nonprofit corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, unless otherwise provided in the governing documents of the nonprofit corporatio…

Each nonprofit corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or pr…

A nonprofit corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a nonprofit corporation shall be distributed to its members, directors or officers. A nonprofit corporation may pay compensation in a reasonable amoun…

No loans shall be made by a nonprofit corporation to its directors or officers. Any director or officer who assents to or participates in the making of any loan shall be liable to the nonprofit corporation for the amount of the loan until the repayment thereof. (Acts 1984, No. 84…

Each nonprofit corporation shall have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether profit or nonprofit, in which it owns s…

No act of a nonprofit corporation and no conveyance or transfer of real or personal property to or by a nonprofit corporation shall be invalid by reason of the fact that the corporation was without capacity of power to do an act or to make or receive a conveyance or transfer, but…

Section 10A-1-3.04 shall not apply to this chapter. In order to incorporate a nonprofit corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to the Secretary of State. (Act 2023-503, §1.)

Section 10A-1-3.05 shall not apply to this chapter. Instead: (a) The certificate of incorporation must set forth: (1) a name for the nonprofit corporation that satisfies the requirements of Article 5 of Chapter 1; (2) the street and mailing address of the nonprofit corporation’s …

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. (Act 2023-503, §1.)

(a) After incorporation: (1) if initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the nonprofit corporation by appointing officer…

(a) The incorporators or board of directors of a nonprofit corporation shall adopt initial bylaws for the nonprofit corporation. (b) The bylaws of a nonprofit corporation may contain any provision that is not inconsistent with law or the certificate of incorporation. (c) The byla…

(a) Unless the certificate of incorporation provides otherwise, bylaws may be adopted to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal in accordance with Section 10A-3A-9.20, may make all provisions nec…

(a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional co…

One or more persons, partnerships, domestic corporations or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators of a nonprofit corporation by signing the certificate of formation and delivering the same to the Secretary of State for filing.…

(a) In addition to the information required by Section 10A-1-3.05 in a certificate of formation of a filing entity under this title, the certificate of formation of a nonprofit corporation formed under this chapter shall set forth: (1) If the nonprofit corporation is to have no m…

Upon the effectiveness under Sections 10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the Secretary of State, the corporate existence shall begin. The Secretary of State’s filing of the certificate of formation shall be conclusive evidence that the co…

(a) After the filing of the certificate of formation, an organizational meeting of the board of directors named in the certificate of formation shall be held, either within or without Alabama, at the call of a majority of the directors for the purpose of adopting bylaws, electing…

(a) Every nonprofit corporation has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the certificate of incorporation. (b) If a nonprofit corporation will engage in an activity that is subject to regulation under another statute of the …

Unless its certificate of incorporation provides otherwise, every nonprofit corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its activities and affairs, including…

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a nonprofit corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, design…

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (b) The power of a nonprofit corporation to act may be challenged: (1) in a proceeding by a member or direct…

Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements…

(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submit…

The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles. The certificate of amendment sha…