Title 10A

If a member is entitled to inspection and copying rights under Section 10A-3A-4.02: (a) A member may appoint an agent or attorney to exercise the member’s inspection and copying rights under Section 10A-3A-4.02. In that case, the demand shall be accompanied by a power of attorney…

If a member is entitled to inspection and copying rights under Section 10A-3A-4.02: (a) If a membership nonprofit corporation does not allow a member who complies with Section 10A-3A-4.02(a) to inspect and copy any records required by that section to be available for inspection, …

(a) A director of a nonprofit corporation is entitled to inspect and copy the books, records, and documents of the nonprofit corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member…

(a) Unless otherwise permitted by the certificate of incorporation or bylaws of a membership nonprofit corporation, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member without the consent of …

If the certificate of incorporation provides approval rights to a person or group of persons as authorized in Section 10A-3A-2.02(b)(ix), then the certificate of incorporation may grant inspection rights to that person or group of persons. Any grant of inspection rights under thi…

(a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting forth: (1) The names of the nonprofit corpo…

(a) Any two or more domestic nonprofit corporations may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of consolidation setting forth: (1) The name…

(a) A plan of merger or consolidation shall be adopted in the following manner: (1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the propos…

(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each 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, and shall set fo…

(a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11. (b) When the merger or consolidation has been effected: (1) The nonprofit corporations, parties to the plan of merger or c…

(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized: …

The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1. (Act 2009-513, p. 967, §188.)

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or…

(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 admission and the qualifications and rights of the members of each c…

(a) A person may not be admitted as a member of a nonprofit corporation without that person’s consent. (b) If a membership nonprofit corporation provides certificates of membership to the members, the certificates shall not be registered or transferable except as provided in the …

Unless otherwise provided by law or in the certificate of incorporation or bylaws of a membership nonprofit corporation, the board of directors shall establish conditions for admission of members (for such contribution, if any, as the board of directors may determine), admit memb…

Except as otherwise provided in the certificate of incorporation or bylaws, each member of a membership nonprofit corporation has the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters. (Act 2023-503, §1.)

(a) Except as provided in the certificate of incorporation or bylaws, a member of a membership nonprofit corporation may not transfer a membership or any right arising therefrom. (b) Where the right to transfer a membership has been provided, a restriction on that right shall not…

A member of a nonprofit corporation is not personally liable for any liabilities of the nonprofit corporation (including liabilities arising from acts of the nonprofit corporation). (Act 2023-503, §1.)

(a) A membership nonprofit corporation may levy dues, assessments, fees, fines, late charges, interest, penalties, and other such sums on its members to the extent authorized in the certificate of incorporation or bylaws. Dues, assessments, fees, fines, late charges, interest, pe…

A person shall not have any right to commence or maintain a derivative action in the right of a nonprofit corporation to enforce a right of the nonprofit corporation. (Act 2026-495, §3.)

(a) A member of a membership nonprofit corporation may resign at any time. (b) The resignation of a member does not relieve the member from any obligations incurred or commitments made prior to resignation. (Act 2023-503, §1.)

(a) A membership in a membership nonprofit corporation may be terminated or suspended for the reasons and in the manner provided in the certificate of incorporation or bylaws. (b) A proceeding challenging a termination or suspension for any reason must be commenced within one yea…

(a) Except as permitted or required by law other than this chapter, or contractual obligations, a nonprofit corporation shall not make distributions to its members, directors, or officers. Any permitted or required distribution is subject to the limitations set forth in subsectio…

A nonprofit corporation may pay reasonable compensation, reasonable payments made in the ordinary course of the nonprofit corporation’s activities and affairs, or reimburse reasonable expenses to its members, directors, or officers for services rendered and may confer reasonable …

(a) A membership nonprofit corporation may provide in its certificate of incorporation or bylaws that members, upon or subsequent to admission, must make capital contributions. Except as provided in the certificate of incorporation or bylaws, the amount shall be fixed by the boar…

A nonprofit corporation shall not have or issue shares of stock. (Act 2023-503, §1.)

(a) A nonprofit corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question o…

The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) Assets held by the non…

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance…

(a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner: (1) If there are members entitled to vote th…

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit…

(a) The articles of dissolution shall be delivered to the Secretary of State for filing. (b) Upon the filing of the articles of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate actio…

A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most rece…

The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify th…

Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in 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, in the circuit court f…

(a) The circuit court of 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 located shall have full power to l…

(a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite, with the powers and duties as the court, from time to time, may direct, …

A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabam…

In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective …

The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receive…

In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets …

In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be delivered to the Secretary of State for filing. No fee shall be charged by the Secretary of State for the filing thereof. (Act…

Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be red…

The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by operation o…

(a) Unless otherwise provided in the certificate of incorporation, a membership nonprofit corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws. (b) A membership nonprofit corporation may ho…