Title 10A — Title 10A

(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…

[Effective until August 1, 2026.] THIS SECTION WAS REPEALED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. (a) Upon the written request of a member, a membership nonprofit corporation shall deliver or make available to the requesting member by posting on its website or by other gener…

(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. History: (Act 2023-…

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

(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…

(a) Special meetings of the members in a membership nonprofit corporation may be called by the board of directors or by the person or persons as may be authorized by the certificate of incorporation or by the bylaws. (b) In the event that the certificate of incorporation or bylaw…

(a) The designated court, and if none, the circuit court for the county in which the membership 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 membership nonprofit corporation’s most rec…

(a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the members may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so t…

(a) A membership nonprofit corporation shall notify members of the place, if any, date, and time of each annual, regular, or special meeting of the members no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by me…

(a) A member may waive any notice required by this chapter or the certificate of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the membership nonp…

(a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups of members to determine the members entitled to notice of a members’ meeting, to demand a special meeting, to vote, or to take any other a…

(a) At each meeting of members, an individual appointed in one of the following ways must preside as chair: (1) as provided in the certificate of incorporation or bylaws; (2) in the absence of a provision in the certificate of incorporation or bylaws, by the board of directors; o…

(a) Members of any class or voting group may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes that participation for that class or voting group. Participation as a member by means of remote communication is sub…

(a) Except as otherwise provided in the certificate of incorporation or bylaws, any action that may be taken at any meeting of members may be taken without a meeting if the membership nonprofit corporation delivers notice that includes a ballot to every member entitled to vote on…

(a) After fixing a record date for a meeting, a membership nonprofit corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of and to vote at the members’ meeting. Each list must be arranged by voting group (and within each votin…

The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied as provided in the membership nonprofit corporation’s certificate of incorporation or bylaws. Unless so limited, enlarged, or denied, each member, regardless of class, shall …

(a) Except as otherwise provided in the certificate of incorporation or bylaws, a member may vote in person or by proxy. (b) A member or the member’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form, or by an ele…

(a) If the name signed on a vote, ballot, consent, waiver, member demand, or proxy appointment corresponds to the name of a member, the membership nonprofit corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, member demand, or proxy appo…

(a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those votes exists with respect to that matter. Except as provided in the certificate of incorporation or bylaws, members representing a majority of the votes enti…

(a) If this chapter, the certificate of incorporation, or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-3A-7.24. (b) If this chapter, the certificate of incorporat…

(a) The certificate of incorporation or bylaws may provide for a higher or lower quorum or voting requirement for members (or voting groups of members) than is provided for by this chapter. (b) An amendment to the certificate of incorporation or bylaws that adds, changes, or dele…

(a) Except as otherwise provided in the certificate of incorporation or bylaws, directors of a membership nonprofit corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (b) Members do n…

(a) A membership nonprofit corporation may appoint one or more inspectors to act at a meeting of members and make a written report thereof. The membership nonprofit corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If…

(a) Except as provided in the certificate of incorporation or bylaws, two or more members may provide for the manner in which they will vote by signing a written agreement for that purpose. A voting agreement is valid for the period provided in the agreement. (b) A voting agreeme…

All corporate powers shall be exercised by or under authority of, and the activities and affairs of a nonprofit corporation shall be managed by or under the direction and subject to the oversight of, the board of directors except as may be otherwise provided in this chapter or th…

(a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the nonprofit corporation and be lawful. Qualifications may include not being or having been subject to specifi…

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner pr…

(a) Except as set forth in Section 10A-3A-2.04, the directors of a membership nonprofit corporation are elected, appointed, or designated as provided in the certificate of incorporation or bylaws. If no method of election, appointment, or designation is set forth in the certifica…

(a) The certificate of incorporation or bylaws may specify the terms of directors. If a term is not specified in the certificate of incorporation or bylaws, the term of a director is one year. (b) A decrease in the number of directors or term of office does not shorten an incumbe…

The certificate of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform. History: (Act 2023-503…

(a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the secretary, or to the nonprofit corporation. (b) A resignation is effective as provided in Section 10A-3A-1.03(i) unless the resignation provides for …

(a) Except as provided in the certificate of incorporation or bylaws, a director of a membership nonprofit corporation may be removed with or without cause by the members who are eligible under Section 10A-3A-8.10 to vote to fill the vacancy created by the removal of that directo…

The designated court, and if none, 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 lo…

(a) Except as otherwise provided in subsection (b), the certificate of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: (1) the members may fill the vacancy; (2) the board of di…

Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. History: (Act 2023-503, §1.)

(a) The board of directors may hold regular or special meetings in or out of the state. (b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in a meeting of the board through the use of any means of communication by which all d…

(a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a…