Title 10A — Title 10A

(a) A nonprofit corporation may revoke its dissolution within 120 days after its effective date and be reinstated. (b) Revocation of dissolution and reinstatement shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocati…

(a) A dissolved nonprofit corporation continues its existence as a nonprofit corporation but may not carry on any activity except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will…

(a) A dissolved nonprofit corporation may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the nonprofit corporation. (b) A dissolved nonprofit corporation may give written no…

(a) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved nonprofit corporation present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one…

(a) Directors shall cause the dissolved nonprofit corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to the persons designated to receive the assets of the dissolved nonprofit corporation after payment o…

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, the circuit court for the county in which the nonprofit corporation’s most recent registered office is located may dissolve a nonprofit corp…

(a) Venue for a proceeding by the Attorney General to dissolve a nonprofit corporation lies in 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 for the county in which the …

(a) A court in a judicial proceeding brought to dissolve a nonprofit corporation may (i) appoint one or more receivers to wind up and liquidate, (ii) appoint one or more custodians to manage the activities and affairs of the nonprofit corporation, or (iii) appoint one or more cus…

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 10A-3A-11.20 exist, the court may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution. If the court enters a dec…

Assets of a dissolved nonprofit corporation that should be transferred to a creditor, claimant, or a person designated to receive the assets of the nonprofit corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the St…

As used in this article, unless the context otherwise requires, the following terms mean: (1) CONSTITUENT CORPORATION means a constituent organization that is a nonprofit corporation. (2) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article.…

(a) A nonprofit corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdic…

In the case of a membership nonprofit corporation that is a constituent organization, the plan of merger shall be adopted in the following manner: (a) The plan of merger shall first be adopted by the board of directors. (b) Except as provided in subsection (h), the plan of merger…

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

(a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by each party to the merger. The statement of merger must set forth: (1) the name, type of organization, and mailing address of the principal office of…

(a) When a merger becomes effective: (1) the surviving organization continues or, in the case of a surviving organization created pursuant to the merger, comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separ…

(a) After a plan of merger has been adopted and approved as required by this Article 12, and before the statement of merger has become effective, the plan may be abandoned by a nonprofit corporation that is a party to the plan without action by its members, if any, or a person or…

(a) The certificate of incorporation of a membership nonprofit corporation may require that a merger 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 cert…

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

As used in this article, unless the context otherwise requires, the following terms mean: (1) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article. (2) CONVERTING NONPROFIT CORPORATION means a converting organization…

(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…

Corporation. 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…

(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. History: (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. History: (Act 2023-503, §1.)

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. History: (Act 2023-503, §1.)

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. 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 requirem…

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. History: (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…

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) The certificate of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state a…

(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) A nonprofit corporation must maintain the following records: (1) its certificate of incorporation as currently in effect; (2) any notices to members referred to in Section 10A-3A-1.04(c)(5) specifying facts on which a filed document is dependent if those facts are not include…

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) A member of a membership nonprofit corporation is entitled to inspect and copy, during regular business hours at the membership nonprofit corporation’s principal office, any of t…

[Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) A member may appoint an agent or attorney to exercise the member’s inspection and copying rights under Section 10A-3A-4.02. (b) The membership nonprofit corporat…

(Amended by 2026-495) [Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (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 requ…