Chapter 1 - Particular Corporations, Associations, Etc
- Article 1 Bishop of Diocese.
- Section 10-4-1 Authority to incorporate
Any bishop of a diocese consisting wholly or in part of territory in Alabama may become a corporation sole with the power and authority ...
- Section 10-4-2 Proceedings to incorporate
To become a corporation sole, the bishop shall present to the Secretary of State of Alabama an application signed by the bishop which shall ...
- Section 10-4-3 Certificate of incorporation
When the application has been made, filed and recorded as provided in Section 10-4-2, the applicant shall constitute a corporation sole under the name ...
- Section 10-4-4 Powers
A corporation sole under this article shall have the following powers: (1) To have succession by its corporate name perpetually; (2) To sue and ...
- Section 10-4-5 Certificate of succession by successor of bishop
When a bishop has become a corporation sole pursuant to this article, each of his successors in his bishopric shall succeed him in said ...
- Section 10-4-6 Appointment of administrator to act while bishopric vacant
A bishop who has become a corporation sole pursuant to this article shall be authorized to appoint an administrator to act for such corporation ...
- Section 10-4-7 Dissolution
Any corporation sole under this article may be dissolved by the bishop who constitutes said corporation filing with the Secretary of State his application ...
- Section 10-4-8 Fees to be paid Secretary of State
Upon the presentation to the Secretary of State of any application provided for in this article, the applicant shall pay to the Secretary of ...
- Section 10-4-9 Records and certificates prima facie evidence
Any record kept or certificate issued in pursuance of this article, or a copy of any such record certified to be true by the ...
- Article 2 Churches, Public Societies and Graveyard Owners.
- Section 10-4-20 Incorporation
(a) The members of any church, conference of churches, religious society, educational society, benevolent, monument or burial society, patriotic society, societies for the purpose ...
- Section 10-4-21 Powers of corporation
Corporations not of a business character created under this article or created by special act of the Legislature heretofore may acquire, hold, administer, distribute ...
- Section 10-4-22 Independence of church corporations in control of real property
(a) Unless otherwise clearly stated in the deed or other instrument under which any church corporation organized under the provisions of this article derives ...
- Section 10-4-23 Validity of service of process on trustee
In all civil actions or legal proceedings, the service of process and papers on a trustee of such corporation is valid for the purpose ...
- Section 10-4-24 Borrowing of money and securing same by mortgage or deed of trust
The trustees, or a majority of them, or authorized agents of any church, conference of churches, societies or associations organized by special charter or ...
- Section 10-4-25 Sale and conveyance of property
The trustees or other authorized agents of any church, conference of churches, society, association or other corporation organized under this article may sell and ...
- Section 10-4-26 Effect of recital in minutes on proceedings under Sections 10-4-24 and 10-4-25
A recital upon the minutes of the proceedings of such society or church that the notice required in Sections 10-4-24 and 10-4-25 was given, ...
- Section 10-4-27 Burial societies - Special powers
Burial societies so incorporated may exercise all powers necessary for properly governing, beautifying, improving and taking care of such graveyard, and may make such ...
- Section 10-4-28 Burial societies - Chairman and members of board
When such graveyard is wholly under the control of persons belonging to one denomination or faith, the elder, deacon, minister, bishop or priest who ...
- Article 3 Conference of Ministers.
- Section 10-4-40 Formation of ministers into body corporate
Whenever 10 or more ministers of the gospel or of any other religious faith or denomination desire to be legally formed into a body ...
- Section 10-4-41 Powers of corporation
All corporations formed under the provisions of this article shall have and exercise these powers: (1) To have perpetual succession by its corporate name; ...
- Section 10-4-42 Changing of corporate name
Any annual conference that has heretofore been incorporated by an act of the Legislature of Alabama and desires to change its name or any ...
- Section 10-4-43 Incorporation by successor of unincorporated or defectively incorporated conference
Whenever any annual conference has heretofore been organized according to the law of any branch of the Christian church or of any other religious ...
- Article 4 State Conventions or Associations of Churches.
- Section 10-4-60 Powers of conventions or associations
State conventions or state associations of churches, generally known as congregational churches, which have been heretofore incorporated under any general or special law of ...
- Section 10-4-61 Establishment of schools, hospitals, orphanages, etc., by state, sectional or national conventions or associations
Such incorporated conventions or associations, as well as sectional or national conventions or associations of such churches incorporated under the laws of any state, ...
- Section 10-4-62 Perpetual existence of conventions or associations
All such conventions or associations, heretofore incorporated under general or special laws or hereafter organized under general laws, shall have perpetual existence, and may ...
- Section 10-4-63 Ratification and confirmation of corporate existence
Any such incorporated convention or association, heretofore organized under any general or special law or that may be hereafter under general laws organized, shall ...
- Article 5 Educational Institutions.
- Section 10-4-80 Amendment of charter; fees for filing same; certified copy thereof
(a) Any educational institution heretofore incorporated under special act of the Legislature or under the general laws of the state may amend its charter ...
- Section 10-4-81 Distribution of proceeds when corporation ceases business
When a corporation organized under the laws of Alabama for educational purposes, which corporation has issued shares of stock, whether or not the charter ...
- Section 10-4-82 Disposition of property of educational corporations where the stockholders are unknown or the number of shares is unknown
(a) Where the charter of any educational corporation organized under the laws of this state, general or special, provides for the issuance of stock ...
- Article 6 Health Care Service Plans.
- Section 10-4-100 Applicability of article
Any nonstock corporations organized not for profit for the purpose of establishing, maintaining and operating a health care service plan under which health services ...
- Section 10-4-101 Incorporation
The incorporators of any corporation to be governed by this article shall prepare and file in the office of the probate judge of the ...
- Section 10-4-102 Health care facilities which may participate
Any health care facility capable of entering into a binding contract may participate as a member of said corporation if the health care facility: ...
- Section 10-4-103 Board of directors
The property and business of the corporation shall be managed by a board of directors with the powers and authority necessary or incidental to ...
- Section 10-4-104 Bylaws
The power to adopt, alter, amend or repeal bylaws shall be vested in the board of directors. The bylaws may contain any provisions for ...
- Section 10-4-105 Altering, amending or changing charter
The corporation may change its corporate name, the location of its principal place of business or make such other alteration, amendment or change in ...
- Section 10-4-106 Certificates of authority; contracts with public
Every corporation organized under the provisions of this article shall procure from the Commissioner of Insurance a certificate of authority to do business, for ...
- Section 10-4-107 License, privilege or other taxes by municipalities or counties prohibited
No license, privilege or other tax shall be charged any corporation organized under this article by or on behalf of any city or municipality ...
- Section 10-4-108 Selection of health care facility by certificate holders
Any holder in good standing of a certificate for such health service may select any health care facility which may be designated by such ...
- Section 10-4-109 Regulation of rates, charges, fees and dues
The rates, charges, fees and dues to be paid by the public for benefits under said health service plan and for contracts or certificates ...
- Section 10-4-110 Examination power of Commissioner of Insurance
The Commissioner of Insurance or any of his designated deputies or examiners shall have the power of visitation and examination into the affairs of ...
- Section 10-4-111 Certificates for agents; filing of health service certificates
Persons representing a health care service corporation organized under the provisions of this article in writing or soliciting health care certificates for said corporation, ...
- Section 10-4-112 Deposit of securities with State Treasurer
Every such corporation shall deposit with, and thereafter maintain on deposit with, the Treasurer of the State of Alabama bonds of the United States ...
- Section 10-4-113 Filing of annual statements
(a) On or before the first day of March of each year, every company transacting business under this article in this state shall file ...
- Section 10-4-114 Review of decisions, etc., by Commissioner of Insurance
All decisions, findings and orders of the Commissioner of Insurance made under the provisions of this article shall be subject to review, revision and ...
- Section 10-4-115 Applicability of insurance laws
No statute of this state applying to insurance companies shall be applicable to any corporation organized under the provisions of this article and amendments ...
- Article 7 Industrial Development Corporations.
- Section 10-4-130 Definitions
For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section: (1) CORPORATION. An Alabama ...
- Section 10-4-131 Incorporation
(a) Five or more financial institutions or persons, a majority of whom shall be residents of this state, who may desire to create an ...
- Section 10-4-132 First meeting
(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, ...
- Section 10-4-133 Powers of corporation
In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation shall, ...
- Section 10-4-134 Membership - Application; when effective
Any financial institution may request membership in the corporation by making application to the board of directors on such form in such manner as ...
- Section 10-4-135 Membership - Withdrawal
(a) Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation five years ...
- Section 10-4-136 Directors and officers
(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, ...
- Section 10-4-137 Corporation to be state development company
Any corporation organized under the provisions of this article shall be a state development company, as defined in the Small Business Investment Act of ...
- Section 10-4-138 Powers of stockholders and members
(a) The stockholders and the members of the corporation shall have the following powers of the corporation: (1) To determine the number of and ...
- Section 10-4-139 Rights to shares, bonds, securities or other evidences of corporate indebtedness
(a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of ...
- Section 10-4-140 Loans to corporation by members
Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms ...
- Section 10-4-141 Credit of state not to be pledged
Under no circumstances shall the credit of the state be pledged to any corporation organized under the provisions of this article. ...
- Section 10-4-142 Taking of security by mortgage or otherwise
Notwithstanding the provisions of any other law of this state, now or hereinafter enacted, any corporation organized under the provisions of this article shall ...
- Section 10-4-143 Tax exemptions, credits and privileges
Any tax exemptions, tax credits or tax privileges granted to banks, savings and loan associations, trust companies and other financial institutions by any general ...
- Section 10-4-144 Occupational license taxes
Every corporation organized and engaged in business under the provisions of this article shall pay an annual state occupational license tax of $50.00. Counties ...
- Section 10-4-145 Setting apart of earned surplus
Each year the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year ...
- Section 10-4-146 Deposit of funds in designated depository
The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a ...
- Section 10-4-147 Annual examination and reports
The corporation shall be examined at least once annually by a certified public accountant and shall file reports of its condition annually with the ...
- Section 10-4-148 Fiscal year
Corporations organized under this article shall adopt the calendar year as their fiscal year. ...
- Section 10-4-149 Amendment of articles of incorporation
(a) The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, ...
- Section 10-4-150 Duration of corporation
The period of duration of the corporation shall be 50 years, subject, however, to the right of the stockholders and the members to dissolve ...
- Section 10-4-151 Dissolution
The corporation may, upon the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of ...
- Section 10-4-152 Applicability of laws regulating securities
The provisions of Title 8 and any other laws of this state regulating the issue, registration and sale of securities shall not apply to ...
- Article 8 Local Fraternal Orders.
- Section 10-4-170 Definitions
For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section: (1) MAJORITY GROUP. Sixty-five ...
- Section 10-4-171 Right of majority group of local organization in fraternal property
The right and equity are hereby recognized and declared on behalf of the majority group of any local organization owning title to or an ...
- Section 10-4-172 Withdrawal from parent organization and use of fraternal property free from trust clause
(a) The majority group of any local organization may withdraw from the parent organization and, upon withdrawal, shall be permitted to devote the fraternal ...
- Section 10-4-173 Right to set up unit independent of parent corporation
Whenever, as a result of action of the parent organization, any of its authoritative subdivisions or its law-making body the majority group of any ...
- Section 10-4-174 Declaratory actions - Institution of action
Upon resolution or written declaration by the majority group, upon giving 30 days' notice to the parent organization and upon giving like notice to ...
- Section 10-4-175 Declaratory actions - Service of process
Service of process in said action or proceeding may be had on the local organization by service on its administrative authority, one or more ...
- Section 10-4-176 Declaratory actions - Averments of plaintiff
The plaintiff in said action may aver as a separate aspect or equity that the parent organization has made or sanctioned material changes in ...
- Section 10-4-177 Declaratory actions - Judgment
If on final hearing the court shall find that the organization of the plaintiff corporation, subject to such further or amended conditions or provisions ...
- Section 10-4-178 Averments as to loans from parent organization; judgment to provide for repayment and lien for unsecured loans
The complaint in any action authorized by this article shall state whether or not the local organization obtained from the parent organization or any ...
- Section 10-4-179 Effect of article on existing liens or mortgages
Nothing in this article shall be construed to affect the validity of any existing lien or mortgage on the fraternal property or part thereof. ...
- Article 9 Single-Tax and Other Mutual Economic Associations.
- Section 10-4-190 Incorporation
Ten or more persons desiring to associate themselves together not for pecuniary profit in the sense of paying interest or dividends on stock, but ...
- Section 10-4-191 Officers; constitution; bylaws
Any corporation organized pursuant to this article may elect such officers as it may deem necessary, in such manner and for such terms as ...
- Section 10-4-192 Powers
Such corporation shall have the power to buy, sell and lease and mortgage real estate, to build and operate wharves, boats and other means ...
- Section 10-4-193 Exemption of certain waterworks from ad valorem taxes and state or county license taxes on gross receipts
All associations or corporations heretofore or hereafter organized pursuant to the provisions of this article for the purpose of operating waterworks for unincorporated areas ...
- Section 10-4-194 Recognition of associations of lessees, etc.; arbitration of certain disputes arising under real estate leases
(a) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, ...
- Article 10 Private Foundations.
- Section 10-4-210 Restrictions; powers of courts and Attorney General not impaired
(a) Notwithstanding any provision to the contrary in the articles of incorporation, other governing instrument or under any other law of this state, and ...
- Article 11 Professional Corporations.
- Article 12 Public Improvement Societies.
- Article 13 Retail Merchants' Associations.
- Section 10-4-260 Authority to form corporation
Whenever 10 or more retail merchants wish to form an association, cooperative society or corporation not for pecuniary profit in the sense of paying ...
- Article 14 Wholesale Merchants' Associations.
- Section 10-4-280 Incorporation
Whenever 10 or more wholesale merchants wish to form an association, cooperative society or corporation not for pecuniary profit in the sense of paying ...
- Article 15 Social and Literary Clubs.
- Article 16 Water Power Companies.
- Section 10-4-320 Rights, powers and authority
All corporations organized under the general laws of this state, or heretofore under a special act of the Legislature, and all corporations organized under ...
- Section 10-4-321 Duty to serve public
Any corporation which exercises any of the rights conferred by this article shall, after the completion of its works and plants, be under the ...
- Section 10-4-322 Procedure for condemnation
The procedure for condemnation under this article shall be in the manner provided for the condemnation of lands and rights-of-way for public use in ...
- Section 10-4-323 Dams considered as authorized by Legislature
Any dam erected in accordance with the provisions of this article shall be considered a dam authorized by the Legislature of this state at ...
- Article 19 Professional Corporations.
- Section 10-4-380 Short title
This article shall be known and may be cited as the Revised Alabama Professional Corporation Act. ...
- Section 10-4-381 Applicability of Business Corporation Act and Nonprofit Corporation Act
The provisions of the Alabama Business Corporation Act shall apply to professional corporations, domestic and foreign, except to the extent such provisions are inconsistent ...
- Section 10-4-382 Definitions
As used in this article, unless the context otherwise requires, the term: (1) PROFESSIONAL SERVICE. Any service which may lawfully be performed only pursuant ...
- Section 10-4-383 Purposes for which professional corporations may be organized
Domestic professional corporations may be organized under this article only for the purpose of rendering professional services and services ancillary thereto within a single ...
- Section 10-4-384 Applicability of article generally
(a) Any corporation whose articles of incorporation include as a stated purpose the performance of professional services may be incorporated under this article by ...
- Section 10-4-385 Powers of professional corporation generally; profession limited by articles of incorporation
(a) Subject to Section 10-4-402, a domestic professional corporation shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated ...
- Section 10-4-386 Rendition of professional services
A professional corporation, domestic or foreign, may render professional services in Alabama only through individuals permitted to render such services in Alabama; but nothing ...
- Section 10-4-387 Corporate name
The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in Alabama: (1) Shall contain the words ...
- Section 10-4-388 Issuance and transfer of shares
(a) A domestic professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to qualified persons. (b) Where deemed ...
- Section 10-4-389 Death or disqualification of shareholder
(a) Upon the death of a shareholder of a domestic professional corporation or if a shareholder of a domestic professional corporation becomes a disqualified ...
- Section 10-4-390 Liability generally
(a) Every individual who renders professional services as an employee of a domestic or professional corporation shall be liable for any negligent or wrongful ...
- Section 10-4-391 Professional relationships; privileged communications
(a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient ...
- Section 10-4-392 Voting trusts
A voting trust with respect to shares of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are ...
- Section 10-4-393 Directors and officers
At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to ...
- Section 10-4-394 Amendments to articles of incorporation
Administrators, executors, guardians, conservators, or receivers of the estates of shareholders of a domestic professional corporation who hold all of the outstanding shares of ...
- Section 10-4-395 Merger and consolidation
(a) A domestic professional corporation may merge or consolidate with another corporation, or professional corporation, domestic or foreign. Upon such merger or consolidation if ...
- Section 10-4-396 Involuntary dissolution at request of licensing authority
The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation under Article 7 of Chapter 2A of this title, or, in ...
- Section 10-4-397 Admission of foreign professional corporations
(a) A foreign professional corporation shall be entitled to procure a certificate of authority to render professional services in Alabama only if: (1) A ...
- Section 10-4-398 Revocation of certificate of authority
The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the corporation fails to comply with ...
- Section 10-4-399 Annual report of domestic and foreign professional corporations
(a) Every professional corporation, domestic or foreign, which is required to file an annual report under Section 10-2A-260, shall include in such annual report, ...
- Section 10-4-400 Interrogatories by licensing authority
(a) Each licensing authority of Alabama may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of ...
- Section 10-4-401 Penalty for false statement, etc.; procedure upon failure to answer interrogatories
(a) Each officer and director of a professional corporation, domestic or foreign, who signs any articles, statement, report, application, answer to an interrogatory, or ...
- Section 10-4-402 Article does not restrict regulation by licensing authority
(a) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals ...
- Section 10-4-403 Application to existing corporations
(a) The provisions of this article shall apply to all existing corporations organized under Article 11 of Chapter 4, Title 10; provided, that any ...
- Section 10-4-404 Reservation of power of Legislature
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 10-4-405 Effect of repeal of prior acts
The repeal of a prior act by this article shall not affect any right accrued or established, or any liability or penalty incurred, under ...
- Section 10-4-406 Application to unincorporated professional associations
Title 10, Chapter 10 shall only apply to unincorporated associations organized before January 1, 1984. ...
