Title 10A — Title 10A

(a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the place, if any, date, time, or purpose of the meeting. (b) Unless the certificate of incorporation or bylaws provide for a longer o…

(a) A director may waive any notice required by this chapter, the certificate of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice…

(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the cer…

(a) A committee of the board of directors composed exclusively of one or more directors may be established to perform functions of the board: (1) by the certificate of incorporation or bylaws; or (2) except as restricted by the certificate of incorporation or bylaws, by the board…

2026-495) [Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) Whenever this chapter expressly requires the board of directors to approve or take other action with respect to any agreement, instrument, plan, or doc…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) Each member of the board of directors, when discharging the duties of a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes to be in the best interests of …

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) A director shall not be liable to the nonprofit corporation or its members for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserti…

(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-3A-6.40 or Section 10A-3A-11.07 is personally liable to the nonprofit corporation for the amount of the distribution that exceeds what could have been di…

(a) A nonprofit corporation may not lend money to or guarantee the obligation of a director or officer of the nonprofit corporation. (b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan. History: (Act 2023…

(a) A nonprofit corporation has the officers described in its certificate of incorporation or bylaws or appointed by the board of directors in accordance with the certificate of incorporation or bylaws. (b) The board of directors may elect individuals to fill one or more offices …

Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer au…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) An officer, when performing in that capacity, has the duty to act: (1) in good faith; (2) with the care that a person in a like position would reasonably exercise under similar circumstances; and (…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the nonprofit corporation. A resignation is effectiv…

(a) The election or appointment of an officer does not itself create contract rights. (b) An officer’s removal does not affect the officer’s contract rights, if any, with the nonprofit corporation. An officer’s resignation does not affect the nonprofit corporation’s contract righ…

In this division: (1) “DIRECTOR” or “OFFICER” means an individual who is or was a director or officer, respectively, of a nonprofit corporation or who, while a director or officer of the nonprofit corporation, is or was serving at the nonprofit corporation’s request as a director…

(a) Except as otherwise provided in this section, a nonprofit corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (1)(i) the director conducted himself or herself in good fait…

A nonprofit corporation may provide in its certificate of incorporation or bylaws that the nonprofit corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the direct…

(a) A nonprofit corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to…

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice…

(a) A nonprofit corporation may not indemnify a director under Section 10A-3A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Sectio…

(a) A nonprofit corporation may indemnify and advance expenses under this Division E of this Article 8 to an officer who is a party to a proceeding because he or she is an officer: (1) to the same extent as a director; and (2) if he or she is an officer but not a director, to suc…

A nonprofit corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the nonprofit corporation, or who, while a director or officer of the nonprofit corporation, serves at the nonprofit corporation’s request as a director, officer…

(a) A nonprofit corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board of directors or members, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnific…

A nonprofit corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E of this Article 8. History: (Act 2023-503, §1.)

August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) No contract or transaction between a nonprofit corporation and one or more of its directors or officers, or between a nonprofit corporation and any other corporation, partnership…

Division B of Article 3 of Chapter 1 shall not apply to this chapter. History: (Act 2023-503, §1.)

(a) A nonprofit corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be containe…

Corporation Before Admission of Members. Subject to Section 10A-3A-9.30, if a membership nonprofit corporation has not yet admitted any members, the board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the membership nonpro…

Corporation After Members Have Been Admitted. If a membership nonprofit corporation has admitted any members, an amendment to the certificate of incorporation shall be adopted in the following manner: (a) The proposed amendment shall first be adopted by the board of directors. (b…

Except as provided in the certificate of incorporation or bylaws: (a) If a membership nonprofit corporation has more than one class of members, the members of each class are entitled to vote as a separate voting group (if member voting is otherwise required by this chapter) on a …

Corporation. Except as otherwise provided in the certificate of incorporation: (1) the board of directors of a nonmembership nonprofit corporation, or if the initial board of directors of a nonmembership nonprofit corporation is not named in the certificate of incorporation and h…

(a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter, the certificate of incorporation, and bylaws, the nonprofit corporation must deliver to the Secretary of State, for filing, a certificate of amendment,…

(a)(1) A membership nonprofit corporation’s board of directors may restate its certificate of incorporation at any time, without the approval of the members or any person or group of persons specified in the certificate of incorporation, to consolidate all amendments into a singl…

(a) A nonprofit corporation’s certificate of incorporation may be amended without action by the board of directors, the members, if any, or a person or group of persons, if any, whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-9.30,…

(a) An amendment to the certificate of incorporation does not affect: (1) a cause of action existing against or in favor of the nonprofit corporation; (2) a proceeding to which the nonprofit corporation is a party; or (3) the existing rights of persons other than (i) members of t…

(a) A restated certificate of incorporation takes effect when the filing of the restated certificate of incorporation takes effect as provided by Article 4 of Chapter 1. (b) On the date and time the restated certificate of incorporation takes effect, the original certificate of i…

(a) The members of a membership nonprofit corporation may amend or repeal the membership nonprofit corporation’s bylaws except as provided in the certificate of incorporation or bylaws. (b) The board of directors of a membership nonprofit corporation or nonmembership nonprofit co…

Requiring a Meeting Place in a Membership Nonprofit Corporation. In a membership nonprofit corporation: (a) A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of the members to be held at a place may be amended or repealed:…

In a membership nonprofit corporation, except as provided in the certificate of incorporation or bylaws: (a) The board of directors of a membership nonprofit corporation that has one or more members at the time may not adopt or amend a bylaw under: (1) Section 10A-3A-6.10 providi…

(a) The certificate of incorporation of a membership nonprofit corporation may require that an amendment to the certificate of incorporation, including amendments under Section 10A-3A-9.03(g), be approved in writing by a specified person or group of persons in addition to the boa…

This chapter and the provisions of Chapter 1, to the extent applicable to professional corporations, may be cited as the Alabama Professional Corporation Law. History: (Acts 1983, No. 83-514, p. 763, §1; §10-4-380; amended and renumbered by Act 2009-513, p. 967, §201.)

Law. The provisions of the Alabama Business Corporation Law shall apply to professional corporations, domestic and foreign, except to the extent the provisions are inconsistent with the provisions of this chapter; provided, however, that in the case of nonprofit professional corp…

As used in this chapter, unless the context otherwise requires, the term: (1) DISQUALIFIED PERSON. Any person who is not a qualified person. (2) DOMESTIC PROFESSIONAL CORPORATION. A business professional corporation or nonprofit professional corporation organized pursuant to this…

A domestic professional corporation may be organized under this chapter for the purpose of, and shall have the power to render, professional services if the domestic professional corporation complies with the rules of the licensing authority for such profession; provided that in …

(a) Any corporation whose certificate of incorporation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of incorporation that it is incorporated under this chapter. (b) A domestic profession…

Certificate of Formation. (a) Subject to Section 10A-4-5.07, a domestic professional corporation, including a professional corporation that is a nonprofit corporation, shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated in Sect…

A professional corporation, domestic or foreign, may render professional services in this state only through individuals permitted to render the services in this state; but nothing in this chapter shall be construed to require that any individual who is employed by a professional…

(a) A domestic professional corporation may issue stock, fractions of a share of stock, and rights or options to purchase stock only to qualified persons. (b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standa…

(a) Upon the death of a stockholder of a domestic professional corporation, upon a stockholder of a domestic professional corporation becoming a disqualified person, or upon stock of a domestic professional corporation being transferred by operation of law or court decree to a di…

(a) Every individual who renders professional services as an employee of a professional corporation shall be liable for any negligent or wrongful act or omission in which that individual personally participates to the same extent as if that individual rendered the services as a s…