Chapter 1 - Nonprofit Corporations
- Article 1 General Provisions.
- Section 10-3A-1 Short title
This chapter shall be known and may be cited as the "Alabama Nonprofit Corporation Act." ...
- Section 10-3A-2 Definitions
As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION. The ...
- Section 10-3A-3 Applicability
(a) The provisions of this chapter relating to domestic corporations shall apply to: (1) All corporations organized hereunder; and (2) All nonprofit corporations heretofore ...
- Section 10-3A-4 Purposes
(a) Corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of ...
- Article 2 Substantive Provisions.
- Section 10-3A-20 General powers
Each corporation shall have power: (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its ...
- Section 10-3A-21 Defense of ultra vires
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by ...
- Section 10-3A-22 Corporate name
The corporate name: (1) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than ...
- Section 10-3A-23 Registered office and registered agent
Each corporation shall have and continuously maintain in Alabama: (1) A registered office which may be, but need not be, the same as its ...
- Section 10-3A-24 Change of registered office or registered agent
(a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the probate judge ...
- Section 10-3A-25 Service of process on corporation
(a) The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice or demand required ...
- Section 10-3A-26 Members
(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes ...
- Section 10-3A-27 Bylaws
The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or ...
- Section 10-3A-28 Meetings of members
(a) Meetings of members may be held at such place, either within or without Alabama, as may be provided in the bylaws. In the ...
- Section 10-3A-29 Notice of members' meetings
Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in ...
- Section 10-3A-30 Waiver of notice
Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under ...
- Section 10-3A-31 Voting of members
(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent ...
- Section 10-3A-32 Quorum of members
The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage ...
- Section 10-3A-33 Greater voting requirements
Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require ...
- Section 10-3A-34 Board of directors
(a) All corporate powers shall be exercised by or under authority of, and the business and affairs of a corporation shall be managed under ...
- Section 10-3A-35 Number and election of directors; terms; removal from office
(a) The number of directors of a corporation shall be not less than three. Subject to such limitation, the number of directors shall be ...
- Section 10-3A-36 Vacancies
(a) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of ...
- Section 10-3A-37 Quorum of directors
(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, ...
- Section 10-3A-38 Committees
If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in ...
- Section 10-3A-39 Place and notice of directors' meetings; committee meetings
(a) Meetings of the board of directors, regular or special, may be held either within or without Alabama. (b) Regular meetings of the board ...
- Section 10-3A-40 Action by members or directors without meeting
Any action required by this chapter to be taken at a meeting of the members or directors of a corporation or any action which ...
- Section 10-3A-41 Officers
(a) The officers of a corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer and such other officers and ...
- Section 10-3A-42 Removal of officers
Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best ...
- Section 10-3A-43 Books and records
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of ...
- Section 10-3A-44 Shares of stock and dividends prohibited; compensation and benefits permitted
A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of ...
- Section 10-3A-45 Loans to directors and officers prohibited
No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the ...
- Article 3 Formation of Corporations.
- Section 10-3A-60 Incorporators
One or more persons, partnerships, domestic corporations or foreign corporations, whether for profit or not for profit, may act as incorporator or incorporators of ...
- Section 10-3A-61 Articles of incorporation
(a) The articles of incorporation shall set forth: (1) The name of the corporation. (2) The period of duration, which may be perpetual. (3) ...
- Section 10-3A-62 Filing of articles of incorporation
(a) The articles of incorporation and two copies thereof shall be delivered to the probate judge. If the probate judge finds that the articles ...
- Section 10-3A-63 Effect of filing articles of incorporation and issuance of certificate of incorporation
Upon the filing of the articles of incorporation with the probate judge, the corporate existence shall begin. The certificate of incorporation issued by the ...
- Section 10-3A-64 Organization meetings
(a) After the filing of the articles of incorporation, an organizational meeting of the board of directors named in the articles of incorporation shall ...
- Article 4 Amendments.
- Section 10-3A-80 Right to amend articles of incorporation
A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long ...
- Section 10-3A-81 Procedure to amend articles of incorporation
(a) Amendments to the articles of incorporation shall be made in the following manner: (1) If there are members entitled to vote thereon, the ...
- Section 10-3A-82 Articles of amendment
The articles of amendment shall be executed for the corporation by its president or a vice president, and by its secretary or an assistant ...
- Section 10-3A-83 Filing and effectiveness of articles of amendment
(a) The articles of amendment and a copy thereof, or if the articles of amendment change the name of the corporation two copies thereof, ...
- Section 10-3A-84 Restated articles of incorporation
(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the following manner: (1) If there are ...
- Article 5 Merger and Consolidation.
- Section 10-3A-100 Procedure for merger
(a) Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner ...
- Section 10-3A-101 Procedure for consolidation
(a) Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided ...
- Section 10-3A-102 Approval of merger or consolidation
(a) A plan of merger or consolidation shall be adopted in the following manner: (1) If the members of any merging or consolidating corporation ...
- Section 10-3A-103 Articles of merger or consolidation
(a) Upon such approval, articles of merger or articles of consolidation shall be executed for each corporation by its president or a vice president, ...
- Section 10-3A-104 Effect of merger or consolidation
(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the Secretary of State, the merger or consolidation shall ...
- Section 10-3A-105 Merger or consolidation of domestic and foreign corporations
(a) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger ...
- Article 6 Sale of Assets.
- Section 10-3A-120 Sale, lease, exchange, or mortgage of assets
A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation may be made ...
- Article 7 Dissolution.
- Section 10-3A-140 Voluntary dissolution
(a) A corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the ...
- Section 10-3A-141 Distribution of assets
The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the ...
- Section 10-3A-142 Plan of distribution
A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the ...
- Section 10-3A-143 Revocation of voluntary dissolution proceedings
(a) A corporation may, at any time prior to the issuance of a certificate of dissolution by the probate judge, revoke the action theretofore ...
- Section 10-3A-144 Articles of dissolution
If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation shall have been paid and discharged, ...
- Section 10-3A-145 Filing of articles of dissolution
(a) The articles of dissolution and two copies thereof shall be delivered to the probate judge. If the probate judge finds that such articles ...
- Section 10-3A-146 Involuntary dissolution
A corporation may be dissolved involuntarily by an order of the circuit court of the county in which the registered office of the corporation ...
- Section 10-3A-147 Notification to Attorney General
The Secretary of State shall certify to the Attorney General, from time to time, the names of all corporations which have given cause for ...
- Section 10-3A-148 Venue and process
Every action for the involuntary dissolution of a corporation shall be commenced by the Attorney General in the circuit court of the county in ...
- Section 10-3A-149 Jurisdiction of court to liquidate assets and affairs of corporation
(a) The circuit court of the county in which the registered office of the corporation is situated shall have full power to liquidate the ...
- Section 10-3A-150 Procedure in liquidation of corporation by court
(a) In proceedings to liquidate the assets and affairs of a corporation, the court shall have the power to issue restraining orders or injunctions, ...
- Section 10-3A-151 Qualification of receivers
A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a corporation for profit authorized to act as ...
- Section 10-3A-152 Filing of claims in liquidation proceedings
In proceedings to liquidate the assets and affairs of a corporation, the court may require all creditors of the corporation to file with the ...
- Section 10-3A-153 Discontinuance of liquidation proceedings
The liquidation of the assets and affairs of a corporation may be discontinued at anytime during the liquidation proceedings when it is established that ...
- Section 10-3A-154 Order of involuntary dissolution
In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and ...
- Section 10-3A-155 Filing of order of dissolution
In case the court shall enter an order dissolving a corporation, it shall be the duty of such court to cause a certified copy ...
- Section 10-3A-156 Deposits with State Treasurer
Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be ...
- Section 10-3A-157 Survival of remedy after dissolution
The dissolution of a corporation either (1) by the issuance of a certificate of dissolution by the probate judge, or (2) by an order ...
- Article 8 Foreign Corporations.
- Section 10-3A-170 Admission of foreign corporation
No foreign corporation shall have the right to conduct affairs in Alabama until it shall have procured a certificate of authority to do so ...
- Section 10-3A-171 Powers of foreign corporation
A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall ...
- Section 10-3A-172 Corporate name of foreign corporation
The corporate name of a foreign corporation: (1) Shall not contain any word or phrase which indicates or implies that it is organized for ...
- Section 10-3A-173 Application for certificate of authority
(a) A foreign corporation, in order to procure a certificate of authority to conduct affairs in Alabama, shall make application therefor to the Secretary ...
- Section 10-3A-174 Filing of application for certificate of authority
(a) The application of the foreign corporation for a certificate of authority and one copy thereof shall be delivered to the Secretary of State, ...
- Section 10-3A-175 Effect of certificate of authority
Upon the issuance of a certificate of authority by the Secretary of State, the corporation shall be authorized to conduct affairs in Alabama for ...
- Section 10-3A-176 Registered office and registered agent of foreign corporation
Each foreign corporation authorized to conduct affairs in Alabama shall have and continuously maintain in Alabama: (1) A registered office which may be, but ...
- Section 10-3A-177 Change of registered office or registered agent of foreign corporation
(a) A foreign corporation authorized to conduct affairs in Alabama may change its registered office or change its registered agent, or both, upon filing ...
- Section 10-3A-178 Service of process on foreign corporation
(a) The registered agent so appointed by a foreign corporation authorized to conduct affairs in Alabama shall be an agent of such corporation upon ...
- Section 10-3A-179 Amendment to articles of incorporation of foreign corporation
Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in Alabama are amended, such foreign corporation shall, within 30 days ...
- Section 10-3A-180 Merger of foreign corporation authorized to conduct affairs in Alabama
Whenever a foreign corporation authorized to conduct affairs in Alabama shall be a party to a statutory merger permitted by the laws of the ...
- Section 10-3A-181 Amended certificate of authority
(a) A foreign corporation authorized to conduct affairs in Alabama shall procure an amended certificate of authority in the event it changes its corporate ...
- Section 10-3A-182 Withdrawal of foreign corporation
(a) A foreign corporation authorized to conduct affairs in Alabama may withdraw from Alabama upon procuring from the Secretary of State a certificate of ...
- Section 10-3A-183 Filing of application for withdrawal
(a) The application for withdrawal and one copy thereof shall be delivered to the Secretary of State. If the Secretary of State finds that ...
- Section 10-3A-184 Revocation of certificate of authority
(a) The certificate of authority of a foreign corporation to conduct affairs in Alabama may be revoked by the Secretary of State upon the ...
- Section 10-3A-185 Issuance of certificate of revocation
(a) Upon revoking any such certificate of authority, the Secretary of State shall: (1) Issue a certificate of revocation. (2) File the certificate of ...
- Section 10-3A-186 Conducting affairs without certificate of authority
(a) All contracts or agreements made or entered into in Alabama by foreign corporations which have not obtained a certificate of authority to conduct ...
- Article 9 Fees and Charges.
- Section 10-3A-200 Fees for filing documents and issuing certificates
(a) In lieu of all other charges and fees, the probate judge or the Secretary of State, as the case may be, shall charge ...
- Section 10-3A-201 Miscellaneous charges
The probate judge or Secretary of State shall charge and collect: (1) For furnishing a certified copy of any document, instrument or paper relating ...
- Section 10-3A-202 Penalties for false statements by directors and officers
Each director and officer of a corporation, domestic or foreign, who signs any articles, statement, application or other document filed with either the probate ...
- Article 10 Miscellaneous Provisions.
- Section 10-3A-220 Powers of probate judge and Secretary of State
The probate judge and the Secretary of State shall have the power and authority reasonably necessary to enable them to administer this chapter efficiently ...
- Section 10-3A-221 Appeal from probate judge or Secretary of State
(a) If the probate judge or the Secretary of State, when applicable, shall fail to approve any articles of incorporation, amendment, merger, consolidation or ...
- Section 10-3A-222 Certificates and certified copies to be received in evidence
All certificates issued by the probate judge or Secretary of State in accordance with the provisions of this chapter, and all copies of documents ...
- Section 10-3A-223 Unauthorized assumption of corporate powers
All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and ...
- Section 10-3A-223.1 Applicability to Young Men's Christian Association of Mobile
Beginning with May 1, 2004, the Young Men's Christian Association (YMCA) of Mobile which was incorporated by Act 405 approved on February 18, 1895, ...
- Section 10-3A-224 Reservation of power
The Legislature shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and ...
- Section 10-3A-225 Effect of repeal of prior acts
The repeal of a prior act by this chapter shall not impair, or otherwise affect, the organization or the continued existence of an existing ...
