Alabama Nonprofit Corporation Law

This chapter and the provisions of Chapter 1 to the extent applicable to nonprofit corporations may be cited as the “Alabama Nonprofit Corporation Law.”

History: (Acts 1984, No. 84-290, p. 502, §1; §10-3A-1; amended and renumbered by Act 2009-513, p. 967, §168.)

As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

(1) ARTICLES OF INCORPORATION. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The term articles of incorporation of a nonprofit corporation constitutes its certificate of formation as defined in Chapter 1. The terms may be used interchangeably. The articles of incorporation or certificate of formation of a nonprofit corporation, together with its bylaws, constitute its governing documents as described in Chapter 1.

(2) BOARD OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. The board of directors of a nonprofit corporation is its governing authority as that term is defined in Chapter 1, unless the certificate of formation provides otherwise as provided in Section 10A-3-2.08.

(3) BYLAWS. The code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. The bylaws of a nonprofit corporation, together with its articles of incorporation or certificate of formation, constitute the nonprofit corporation’s governing documents as described in Chapter 1.

(4) ELECTRONIC MAIL means an electronic transmission directed to a unique electronic mail address.

(5) ELECTRONIC MAIL ADDRESS means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

(6) FOREIGN NONPROFIT CORPORATION. A nonprofit corporation organized under laws other than the laws of Alabama.

(7) MEMBER. One having membership rights in a corporation in accordance with the provisions of its governing documents. A member may be a natural person, a partnership, a professional association or professional corporation, a corporation for profit or a nonprofit corporation.

(8) NONPROFIT CORPORATION. A nonprofit corporation no part of the income or profit of which is distributable to its members, directors, or officers.

(9) NONPROFIT CORPORATION or DOMESTIC NONPROFIT CORPORATION. A nonprofit corporation subject to the provisions of this chapter, except a foreign nonprofit corporation.

(10) VERIFIED. Supported by an affidavit or oath confirming the correctness, truth, or authenticity of the matter set forth therein.

History: (Acts 1984, No. 84-290, p. 502, §2; §10-3A-2; amended and renumbered by Act 2009-513, p. 967, §168; Act 2021-299, §3.)

(a) The provisions of this chapter relating to domestic nonprofit corporations shall apply to:

(1) All nonprofit corporations organized hereunder; and

(2) All nonprofit corporations heretofore organized under any act hereby or heretofore repealed, for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.

(b) The provisions of this chapter relating to foreign nonprofit corporations shall apply to all foreign nonprofit corporations conducting affairs in Alabama for a purpose or purposes for which a nonprofit corporation might be organized under this chapter.

(c) Beginning May 1, 2004, the Young Men’s Christian Association (YMCA) of Mobile which was incorporated by Act 405 approved on February 18, 1895, shall be subject to this chapter. Prospectively from May 1, 2004, the YMCA of Mobile shall be entitled to all of the rights and privileges of a nonprofit corporation including, but not limited to, the right to amend its charter and bylaws as provided by this chapter.

History: (Acts 1984, No. 84-290, p. 502, §3; §10-3A-3; amended and renumbered by Act 2009-513, p. 967, §168.)

(a) Nonprofit corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes:

(1) Charitable,

(2) Benevolent,

(3) Eleemosynary,

(4) Educational,

(5) Civic,

(6) Patriotic,

(7) Political,

(8) Religious,

(9) Social,

(10) Fraternal,

(11) Literary,

(12) Cultural,

(13) Athletic,

(14) Scientific,

(15) Agricultural,

(16) Horticultural,

(17) Animal husbandry,

(18) Professional, commercial, industrial or trade association,

(19) Cemetery operation and maintenance, and

(20) Historical.

(b) Labor unions, cooperative organizations and organizations subject to any of the provisions of the insurance laws of Alabama may not be organized under this chapter.

(c) Whenever 10 or more retail merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter.

(d) Whenever 10 or more wholesale merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter.

History: (Acts 1984, No. 84-290, p. 502, §4; §10-3A-4; amended and renumbered by Act 2009-513, p. 967, §168.)

(a) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English.

(b) A notice or other communication may be given by any method of delivery, except that notice or other communication by electronic transmission must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication from the nonprofit corporation may be given by means of a broad non-exclusionary distribution to the public (which may include a newspaper of general circulation in the area where published; radio, television, or other form of public broadcast communication; or other methods of distribution that the nonprofit corporation has previously identified to its recipients).

(c) A notice or other communication to a nonprofit corporation or to a foreign nonprofit corporation registered to transact business in this state may be delivered to the nonprofit corporation’s registered agent at its registered office or to the secretary at the nonprofit corporation’s principal office shown in its most recent annual report or, in the case of a foreign nonprofit corporation that has not yet delivered an annual report, in its foreign registration under Chapter 1.

(d) A notice or other communication from the nonprofit corporation to a member may be delivered by electronic mail to an electronic mail address for that member as reflected in the books and records of the nonprofit corporation, unless that member has previously notified the nonprofit corporation in writing that the member objects to receiving notices and other communications by electronic mail. The notice or other communication may be delivered to a member by another form of electronic transmission if consented to by that member or if authorized by subsection (j). Any notice or other communication from the nonprofit corporation to any other person may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j). Any consent under this subsection or subsection (j) may be revoked with respect to future notices or communications by the person who consented by giving written or electronic notice to the person to whom the consent was delivered.

(e) A notice or other communication may no longer be delivered to an electronic mail address or other electronic transmission address pursuant to subsection (d) if

(i) the nonprofit corporation receives notice from the information processing system into which the notice or other communication was entered that two consecutive notices or other communications given by electronic transmission have not been delivered to the electronic mail address or other electronic transmission address to which the notice or other communication was directed, and (ii) the notice of non- delivery becomes known to the secretary or an assistant secretary, or another person responsible for the giving of notices or other communications for the nonprofit corporation; provided, however, that the inadvertent failure to recognize the notice of non-delivery as a cessation of authority to provide a member with notice by electronic mail or other electronic transmission shall not invalidate any meeting or other action.

(f) Unless otherwise agreed between the sender and the recipient, a notice or other communication by electronic transmission is received when:

(1) it enters an information processing system directed to (i) in the case of a member, the electronic mail address for the member as reflected in the books and records of the nonprofit corporation or other electronic transmission address at which the member has consented to receive notice or other communication by electronic transmission, or (ii) in the case of any other recipient, the electronic transmission address at which the recipient has consented to receive notice or other communication by electronic transmission; and

(2) it is in a form capable of being processed by that system.

(g) Receipt of an electronic acknowledgement from an information processing system described in subsection (f)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

(h) An electronic transmission is received under this section even if no person is aware of its receipt.

(i) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:

(1) if in a physical form, the earliest of when it is actually received, or when it is left at:

(i) a member’s address reflected in the books and records of the nonprofit corporation;

(ii) a director’s residence or usual place of business; or

(iii) the nonprofit corporation’s principal office;

(2) if mailed by United States mail postage prepaid and addressed to a member at the member’s address reflected in the books and records of the nonprofit corporation, upon deposit in the United States mail;

(3) if mailed by United States mail postage prepaid and addressed to a recipient other than a member, at the address of the recipient reflected in the books and records of the nonprofit corporation, the earliest of when it is actually received, or:

(i) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or

(ii) five days after it is deposited in the United States mail;

(4) if sent by a nationally recognized commercial carrier that issues a receipt or other confirmation of delivery, the earliest of when it is actually received or the date shown on the receipt or other confirmation of delivery issued by the commercial carrier;

(5) if an electronic transmission, when it is received as provided in subsection (f); and

(6) if oral, when communicated.

(j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (i) the electronic transmission is otherwise retrievable in perceivable form, and (ii) the sender and the recipient have consented in writing to the use of that form of electronic transmission.

(k) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If the certificate of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this chapter, those requirements govern. The certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

(l) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.

(m) Whenever a notice or communication would otherwise be required to be given under any provision of this chapter to a member, the notice or communication need not be given if the nonprofit corporation is not permitted to deliver the notice or communication by electronic transmission pursuant to subsections (d) and (e) and:

(1) notices and communications to members of two consecutive annual meetings, and all notices and communications of meetings during the period between those two consecutive annual meetings, have been sent to that member at that member’s address as reflected in the books and records of the nonprofit corporation and have been returned undeliverable or could not be delivered; or

(2) no address has been provided to the nonprofit corporation by or on behalf of a member and the nonprofit corporation has not otherwise obtained an address for that member it believes to be reliable. In addition if any member to which this subsection (m) applies delivers to the nonprofit corporation a written notice or communication setting forth that member’s then-current address, the requirement that notice and communication be given to that member shall be reinstated.

(n) Whenever a notice or communication is required to be given, under any provision of this chapter or of the certificate of incorporation or bylaws of any nonprofit corporation, to any person with whom notice to or communication with is unlawful, the giving of the notice or communication to that person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give the notice or communication to that person. Any action or meeting which shall be taken or held without notice or communication to the person with whom notice to or communication with is unlawful shall have the same force and effect as if the notice or communication had been duly given. In the event that the action taken by the nonprofit corporation is such as to require the filing of a certificate or other filing instrument under any of the other sections of this chapter, the certificate or other filing instrument shall state, if that is the fact and if notice or communication is required, that notice or communication was given to all persons entitled to receive notice or communication except those persons with whom notice to or communication with is unlawful.

History: (Act 2021-299, §4.)

(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 election or appointment and the qualifications and rights of the members of each class shall be set forth in the governing documents. If the nonprofit corporation has no members, that fact shall be set forth in the certificate of formation. A nonprofit corporation may issue certificates evidencing membership therein.

(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.

History: (Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered by Act 2009-513, p. 967, §171.)

(a) Unless the board of directors determines to hold the meeting of the members solely by means of remote communication in accordance with subsections (d), (e), and (f), meetings of members may be held at the place, either within or without Alabama, as may be provided in the bylaws and, in the absence of any provision, all meetings shall be held at the registered office of the corporation in Alabama.

(b) An annual meeting of the members shall be held at the time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by other officers or persons or number or proportion of members as may be provided in the governing documents. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at the meeting.

(d) Members may participate in any meeting of the members by means of remote communication to the extent the governing authority authorizes participation for that meeting. Participation as a member by means of remote communication shall be subject to guidelines and procedures as the governing authority adopts and shall be in conformity with this subsection.

(e) Members participating in a meeting of the members by means of remote communication shall be deemed present and may vote at that meeting if the corporation has implemented reasonable measures:

(1) to verify that each person participating remotely as a member is a member; and

(2) to provide members participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.

(f) Unless the certificate of incorporation or bylaws require the meeting of members to be held at a place, the governing authority may determine that any meeting of the members shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (e).

History: (Acts 1984, No. 84-290, p. 502, §13; §10-3A-28; amended and renumbered by Act 2009-513, p. 967, §171; Act 2021-299, §5.)

Unless otherwise provided in the nonprofit corporation’s governing documents, notice stating the place, if any, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-3A-2.02(d), (e), and (f), the notice to the members must describe the means of remote communication to be used.

History: (Acts 1984, No. 84-290, p. 502, §14; §10-3A-29; amended and renumbered by Act 2009-513, p. 967, §171; Act 2021-299, §5.)

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this title or this chapter or under the provisions of the nonprofit corporation’s governing documents, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be equivalent to the giving of the notice.

History: (Acts 1984, No. 84-290, p. 502, §15; §10-3A-30; amended and renumbered by Act 2009-513, p. 967, §171.)

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the nonprofit corporation’s governing documents. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

(b) A member entitled to vote may vote in person or, unless the nonprofit corporation’s governing documents otherwise provide, may vote by proxy executed in writing by the member, or by his or her duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.

(c) The governing documents of a nonprofit corporation may provide that in all elections of directors every member entitled to vote shall have the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates.

(d) If a nonprofit corporation has no members or its members have no right to vote, the directors shall have the sole voting power.

History: (Acts 1984, No. 84-290, p. 502, §16; §10-3A-31; amended and renumbered by Act 2009-513, p. 967, §171.)

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for any action to be taken unless a greater proportion is required by this title or this chapter or by the nonprofit corporation’s governing documents.

History: (Acts 1984, No. 84-290, p. 502, §17; §10-3A-32; amended and renumbered by Act 2009-513, p. 967, §171.)

Whenever, with respect to any action to be taken by the members or directors of a nonprofit corporation, the governing documents of the nonprofit corporation require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this title or this chapter, the provisions of the governing documents shall control.

History: (Acts 1984, No. 84-290, p. 502, §18; §10-3A-33; amended and renumbered by Act 2009-513, p. 967, §171.)

(a) All corporate powers shall be exercised by or under authority of, and the business and affairs of a nonprofit corporation shall be managed under the direction of a board of directors except as may be otherwise provided in this chapter or the certificate of formation. If any provision is made in the certificate of formation, the power and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to the extent and by the governing authority as shall be provided in the certificate of formation. Directors shall be natural persons but need not be residents of Alabama unless the governing documents so require. The governing documents may prescribe other qualifications for directors. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the certificate of formation.

(b) The directors of the corporation shall not, as such, be liable for obligations of the corporation.

History: (Acts 1984, No. 84-290, p. 502, §19; §10-3A-34; amended and renumbered by Act 2009-513, p. 967, §171.)

(a) The number of directors of a nonprofit corporation shall be not less than one. Subject to this limitation, unless the number of directors is fixed by the certificate of formation or the bylaws, the board of directors may fix the number of directors from time to time. The number of directors to serve on the initial board of directors shall be fixed by the certificate of formation. Unless the certificate of formation or bylaws require an amendment to the certificate or the bylaws, the number of directors may be increased or decreased from time to time by the board of directors. No decrease in number shall have the effect of shortening the term of any incumbent director.

(b) The directors constituting the initial board of directors shall be named in the certificate of formation and shall hold office until the first annual election of directors or for any other period as may be specified in the governing documents. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the governing documents of the nonprofit corporation. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

(c) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.

(d) A director may be removed from office pursuant to any procedure therefor provided in the certificate of formation.

History: (Acts 1984, No. 84-290, p. 502, §20; §10-3A-35; amended and renumbered by Act 2009-513, p. 967, §171; Act 2021-299, §5.)

(a) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the governing documents of the nonprofit corporation provide that a vacancy or directorship so created shall be filled in some other manner, in which case the provision shall control.

(b) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.

(c) Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.

History: (Acts 1984, No. 84-290, p. 502, §21; §10-3A-36; amended and renumbered by Act 2009-513, p. 967, §171.)

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation’s governing documents.

(b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.

History: (Acts 1984, No. 84-290, p. 502, §22; §10-3A-37; amended and renumbered by Act 2009-513, p. 967, §171.)

If the governing documents of a nonprofit corporation so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in the resolution, or in the governing documents of the nonprofit corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any committee or any director or officer of the corporation; amending the certificate of formation, restating the certificate of formation, adopting a plan of merger or adopting a plan of consolidation with another nonprofit corporation or other entity authorizing the conversion of the nonprofit corporation into another form of entity; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the nonprofit corporation; or amending, altering, or repealing any action or resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee. Other committees not having and exercising the authority of the board of directors in the management of the nonprofit corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.

History: (Acts 1984, No. 84-290, p. 502, §23; §10-3A-38; amended and renumbered by Act 2009-513, p. 967, §171.)

(a) Meetings of the board of directors, regular or special, may be held either within or without Alabama.

(b) Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice of the meeting or the waiver of notice unless required by the bylaws.

(c) Except as may be otherwise restricted by the nonprofit corporation’s governing documents, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at that same time and participation by the means shall constitute presence in person at a meeting.

History: (Acts 1984, No. 84-290, p. 502, §24; §10-3A-39; amended and renumbered by Act 2009-513, p. 967, §171.)

Any action required by this title or this chapter to be taken at a meeting of the members or directors of a nonprofit corporation or any action which may be taken at a meeting of the members or directors or of a committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, all of the directors or all of the members of the committee of directors, as the case may be. The consent shall have the same force and effect as a unanimous vote and may be stated as such in any filing instrument filed with the Secretary of State.

History: (Acts 1984, No. 84-290, p. 502, §25; §10-3A-40; amended and renumbered by Act 2009-513, p. 967, §171; Act 2020-73, §10.)

(a) The officers of a nonprofit corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer, and other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time, in the manner and for the terms as may be prescribed in the nonprofit corporation’s governing documents. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. Each officer shall hold office for the term to which he or she is elected or appointed and until his or her successor shall have been elected or appointed. If the bylaws so provide, any two or more offices may be held by the same person.

(b) The governing documents of the nonprofit corporation may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

(c) The officers of a corporation may be designated by additional titles as may be provided in the governing documents of the nonprofit corporation.

(d) The officers and employees of the nonprofit corporation shall not be liable for obligations of the corporation.

History: (Acts 1984, No. 84-290, p. 502, §26; §10-3A-41; amended and renumbered by Act 2009-513, p. 967, §173; Act 2021-299, §5.)

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever in their judgment the best interests of the nonprofit corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights.

History: (Acts 1984, No. 84-290, p. 502, §27; §10-3A-42; amended and renumbered by Act 2009-513, p. 967, §173.)

The initial bylaws of a nonprofit corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, unless otherwise provided in the governing documents of the nonprofit corporation. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the certificate of formation.

History: (Acts 1984, No. 84-290, p. 502, §12; §10-3A-27; amended and renumbered by Act 2009-513, p. 967, §175.)

Each nonprofit corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in Alabama a record of the names and addresses of its members entitled to vote, directors and officers. All books and records of a nonprofit corporation may be inspected by any member, director or officer, or his or her agent or attorney, for any proper purpose at any reasonable time.

History: (Acts 1984, No. 84-290, p. 502, §28; §10-3A-43; amended and renumbered by Act 2009-513, p. 967, §175.)

A nonprofit corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a nonprofit corporation shall be distributed to its members, directors or officers. A nonprofit corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit.

History: (Acts 1984, No. 84-290, p. 502, §29; §10-3A-44; amended and renumbered by Act 2009-513, p. 967, §177.)

No loans shall be made by a nonprofit corporation to its directors or officers. Any director or officer who assents to or participates in the making of any loan shall be liable to the nonprofit corporation for the amount of the loan until the repayment thereof.

History: (Acts 1984, No. 84-290, p. 502, §30; §10-3A-45; amended and renumbered by Act 2009-513, p. 967, §176.)

Each nonprofit corporation shall have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether profit or nonprofit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duty; and to make any other indemnification that shall be authorized by the governing documents of the nonprofit corporation, vote of the board of directors, or resolution adopted after notice by the members entitled to vote.

History: (Act 2009-513, p. 967, §178 )

the corporation was without capacity of power to do an act or to make or receive a conveyance or transfer, but lack of capacity of power may be asserted:

(1) In a proceeding by a member or a director against the nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the nonprofit corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the nonprofit corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the nonprofit corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

(2) In a proceeding by the nonprofit corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the nonprofit corporation for exceeding their authority.

(3) In a proceeding by the Attorney General, as provided in this chapter, to dissolve the nonprofit corporation, or in a proceeding by the Attorney General to enjoin the nonprofit corporation from performing unauthorized acts, or in any other proceeding by the Attorney General.

History: (Acts 1984, No. 84-290, p. 502, §6; §10-3A-21; amended and renumbered by Act 2009-513, p. 967, §179.)

One or more persons, partnerships, domestic corporations or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators of a nonprofit corporation by signing the certificate of formation and delivering the same to the Secretary of State for filing.

History: (Acts 1984, No. 84-290, p. 502, §31; §10-3A-60; amended and renumbered by Act 2009-513, p. 967, §181; Act 2020-73, §10.)

corporation formed under this chapter shall set forth:

(1) If the nonprofit corporation is to have no members, a statement to that effect.

(2) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the certificate of formation for the regulation of the internal affairs of the nonprofit corporation, including any provision for distribution of assets on dissolution or final liquidation.

(3) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.

(b) It shall not be necessary to set forth in the certificate of formation any of the entity powers enumerated in Section 10A-1-2.11 or set forth in this chapter.

(c) Unless the certificate of formation provides that a change in the number of directors shall be made only by amendment to the certificate of formation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the certificate of formation is inconsistent with a bylaw, the provision of the certificate of formation shall be controlling.

History: (Acts 1984, No. 84-290, p. 502, §32; §10-3A-61; amended and renumbered by Act 2009-513, p. 967, §181.)

Upon the effectiveness under Sections 10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the Secretary of State, the corporate existence shall begin. The Secretary of State’s filing of the certificate of formation shall be conclusive evidence that the corporation has been incorporated under this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the incorporation or for involuntary dissolution of the corporation.

History: (Acts 1984, No. 84-290, p. 502, §34; §10-3A-63; amended and renumbered by Act 2009-513, p. 967, §183; Act 2020-73, §10.)

(a) After the filing of the certificate of formation, an organizational meeting of the board of directors named in the certificate of formation shall be held, either within or without Alabama, at the call of a majority of the directors for the purpose of adopting bylaws, electing officers and transacting other business as may come before the meeting. The directors calling the meeting shall give at least three days’ notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.

(b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days’ notice, for the purposes as shall be stated in the notice of the meeting.

History: (Acts 1984, No. 84-290, p. 502, §35; §10-3A-64; amended and renumbered by Act 2009-513, p. 967, §183.)

(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, or if the amendment is one that does not require member action under Section 10A-1- 3.12(a), an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Any number of amendments may be submitted and voted upon at any one meeting.

History: (Acts 1984, No. 84-290, p. 502, §37; §10-3A-81; amended and renumbered by Act 2009-513, p. 967, §185.)

The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles. The certificate of amendment shall be delivered to the Secretary of State for filing. The certificate of amendment shall set forth the information required by Section 10A-1- 3.13 for certificates of amendment, and in addition shall set forth:

(1) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two- thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(2) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.

History: (Acts 1984, No. 84-290, p. 502, §38; §10-3A-82; amended and renumbered by Act 2009-513, p. 967, §185; Act 2020-73, §10.)

No amendment shall affect any existing cause of action in favor of or against a nonprofit corporation, or any pending suit to which a nonprofit corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no suit brought by or against a nonprofit corporation under its former name shall abate for that reason.

History: (Acts 1984, No. 84-290, p. 502, §39; §10-3A-83; amended and renumbered by Act 2009-513, p. 967, §185.)

(a) A domestic nonprofit corporation may at any time restate its certificate of formation as theretofore amended, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated certificate of formation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.

(2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of the annual meeting.

(3) At the meeting a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the votes entitled to be cast by members present or represented by proxy at the meeting.

(4) If there are no members, or no members entitled to vote thereon, or if the only amendments to the original certificate of formation or to the most recent restated certificate of formation are amendments that do not require member action under Section 10A-1-3.12(a), the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(b) Upon the approval, a restated certificate of formation shall be executed for the nonprofit corporation by its president or vice president, and by its secretary or assistant secretary, and verified by one of the officers signing the articles, and shall set forth:

(1) The information required by Section 10A-1-3.05, as supplemented by Section 10A-3-3.02.

(2) A statement that the restated certificate of formation shall state that they correctly set forth the provisions of the certificate of formation as theretofore amended, that they have been duly adopted as required by law, and that they supersede the original certificate of formation and all amendments thereto.

(c) The restated certificate of formation shall be delivered to the Secretary of State for filing.

(d) Upon the filing of the restated certificate of formation, the restated certificate of formation shall become effective and shall supersede the original certificate of formation and all amendments thereto.

History: (Acts 1984, No. 84-290, p. 502, §40; §10-3A-84; amended and renumbered by Act 2009-513, p. 967, §185; Act 2020-73, §10.)

(a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter.

(b) Each nonprofit corporation shall adopt a plan of merger setting forth:

(1) The names of the nonprofit corporations proposing to merge, and the name of the nonprofit corporation into which they propose to merge, which is hereinafter designated as the surviving nonprofit corporation.

(2) The terms and conditions of the proposed merger.

(3) A statement of any changes in the certificate of formation of the surviving nonprofit corporation to be effected by the merger.

(4) The other provisions with respect to the proposed merger as are deemed necessary or desirable.

History: (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100; amended and renumbered by Act 2009-513, p. 967, §187.)

(a) Any two or more domestic nonprofit corporations may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.

(b) Each nonprofit corporation shall adopt a plan of consolidation setting forth:

(1) The names of the nonprofit corporations proposing to consolidate, and the name of the new nonprofit corporation into which they propose to consolidate, which is hereinafter designated as the new nonprofit corporation.

(2) The terms and conditions of the proposed consolidation.

(3) With respect to the new nonprofit corporation, all of the statements required to be set forth in the certificate of formation for nonprofit corporations organized under this chapter.

(4) The other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

History: (Acts 1984, No. 84-290, p. 502, §42; §10-3A-101; amended and renumbered by Act 2009-513, p. 967, §187.)

(a) A plan of merger or consolidation shall be adopted in the following manner:

(1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meeting of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.

(b) After the approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

History: (Acts 1984, No. 84-290, p. 502, §43; §10-3A-102; amended and renumbered by Act 2009-513, p. 967, §187.)

(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth:

(1) The plan of merger or the plan of consolidation;

(2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and

(3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office.

(b) The articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing.

History: (Acts 1984, No. 84-290, p. 502, §44; §10-3A-103; amended and renumbered by Act 2009-513, p. 967, §187; Act 2020-73, §10.)

(a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11.

(b) When the merger or consolidation has been effected:

(1) The nonprofit corporations, parties to the plan of merger or consolidation, shall become a single nonprofit corporation, which, in the case of a merger, shall be that nonprofit corporation designated in the plan of merger as the surviving nonprofit corporation, and, in the case of a consolidation, shall be the new nonprofit corporation provided for in the plan of consolidation.

(2) The separate existence of all nonprofit corporations parties to the plan of merger or consolidation, except the surviving or new nonprofit corporation, shall cease.

(3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a nonprofit corporation organized under this title.

(4) The surviving or new nonprofit corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises of a public as well as of a private nature, of each of the merging or consolidating nonprofit corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the nonprofit corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in the single nonprofit corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any nonprofit corporations shall not revert or be in any way impaired by reason of the merger or consolidation.

(5) The surviving or new nonprofit corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the nonprofit corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of the nonprofit corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new nonprofit corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any nonprofit corporation shall be impaired by the merger or consolidation.

(6) In the case of a merger, the certificate of formation of the surviving nonprofit corporation shall be deemed to be amended to the extent, if any, that changes in its certificate of formation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the certificate of formation of nonprofit corporations organized under this title shall be deemed to be the certificate of formation of the new nonprofit corporation.

History: (Acts 1984, No. 84-290, p. 502, §45; §10-3A-104; amended and renumbered by Act 2009-513, p. 967, §187.)

(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized:

(1) Each domestic nonprofit corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic nonprofit corporations and each foreign nonprofit corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

(2) If the surviving or new nonprofit corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this title with respect to foreign entities if it is to conduct affairs in Alabama, and in every case it shall be deemed to have consented that it may be served with process in Alabama as provided by the statutes of Alabama or the rules of the Alabama Supreme Court in any proceeding for the enforcement of any obligation of any domestic nonprofit corporation which is a party to the merger or consolidation.

(b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations, if the surviving or new nonprofit corporation is to be governed by the laws of Alabama. If the surviving or new nonprofit corporation is to be governed by the laws of any state other than Alabama, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations except insofar as the laws of the other state provide otherwise.

(c) After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

History: (Acts 1984, No. 84-290, p. 502, §46; §10-3A-105; amended and renumbered by Act 2009-513, p. 967, §187.)

The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1.

History: (Act 2009-513, p. 967, §188.)

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonprofit corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the nonprofit corporation therefor. The authorization shall require at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

(2) If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a nonprofit corporation shall be authorized upon receiving the vote of a majority of the directors in office.

History: (Acts 1984, No. 84-290, p. 502, §47; §10-3A-120; amended and renumbered by Act 2009-513, p. 967, §190.)

(a) A nonprofit corporation may dissolve and wind up its affairs in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the nonprofit corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the nonprofit corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, a statement of intent to dissolve shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth:

(1) The name of the nonprofit corporation.

(2) The names and respective addresses of its officers.

(3) The names and respective addresses of its directors.

(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(5) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office.

(6) The unique identifying number or other designation as assigned by the Secretary of State.

(c) The statement of intent to dissolve shall be delivered to the Secretary of State for filing.

(d) Upon the filing of a statement of intent to dissolve, the nonprofit corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

History: (Acts 1984, No. 84-290, p. 502, §48; §10-3A-140; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows:

(1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor;

(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements;

(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving nonprofit corporation, pursuant to a plan of distribution adopted as provided in this chapter;

(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents to the extent that the governing documents determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to the persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter.

History: (Acts 1984, No. 84-290, p. 502, §49; §10-3A-141; amended and renumbered by Act 2009-513, p. 967, §192.)

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

History: (Acts 1984, No. 84-290, p. 502, §50; §10-3A-142; amended and renumbered by Act 2009-513, p. 967, §192.)

(a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting.

(2) If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, a statement of revocation of voluntary dissolution proceedings shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the statement, which statement shall set forth:

(1) The name of the nonprofit corporation.

(2) The names and respective addresses of its officers.

(3) The names and respective addresses of its directors.

(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the resolution to revoke the voluntary dissolution proceedings was adopted, that a quorum was present at the meeting, and that the resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(5) If there are no members, or no members entitled to vote thereon, a statement of the fact, the date of the meeting of the board of directors at which the resolution to revoke the voluntary dissolution proceedings was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office.

(6) The unique identifying number or other designation as assigned by the Secretary of State.

(c) The statement of revocation of voluntary dissolution proceedings shall be delivered to the Secretary of State for filing.

(d) Upon the filing of a statement of revocation of voluntary dissolution proceedings, the nonprofit corporation may thereupon again conduct its affairs.

History: (Acts 1984, No. 84-290, p. 502, §51; §10-3A-143; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, which statement shall set forth:

(1) The name of the nonprofit corporation.

(2) That a statement of intent to dissolve the nonprofit corporation has theretofore been filed, and the date on which the statement was filed.

(3) That all debts, obligations, and liabilities of the nonprofit corporation have been paid and discharged or that adequate provision has been made therefor.

(4) A copy of the plan of distribution, if any, as adopted by the nonprofit corporation, or a statement that no plan was so adopted.

(5) That all the remaining property and assets of the nonprofit corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter.

(6) That there are no suits pending against the nonprofit corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

(7) The unique identifying number or other designation as assigned by the Secretary of State.

History: (Acts 1984, No. 84-290, p. 502, §52; §10-3A-144; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

(a) The articles of dissolution shall be delivered to the Secretary of State for filing.

(b) Upon the filing of the articles of dissolution, the existence of the nonprofit corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter or otherwise in this title.

History: (Acts 1984, No. 84-290, p. 502, §53; §10-3A-145; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most recent registered office of the nonprofit corporation is located in an action filed by the Attorney General when it is established that:

(1) The nonprofit corporation procured its certificate of formation through fraud;

(2) The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law;

(3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered agent in Alabama; or

(4) The nonprofit corporation has failed for 90 days after change of its registered agent to file in the office of the Secretary of State a statement of the change.

History: (Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the name of a nonprofit corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the nonprofit corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt, file an action in the name of the State of Alabama against the nonprofit corporation for its dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, the fact shall be forthwith certified by the Secretary of State to the Attorney General and he or she shall not file an action against the nonprofit corporation for the cause. If, after an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, and shall pay the costs of the action, the action for the cause shall abate.

History: (Acts 1984, No. 84-290, p. 502, §55; §10-3A-147; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in 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, in the circuit court for the county in which the nonprofit corporation’s most recent registered office is located. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, in the county in which the nonprofit corporation’s most recent registered office is located, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of nonprofit corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of the notice to be mailed to the nonprofit corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of the notice shall be prima facie evidence thereof. The notice shall be published once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a nonprofit corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the last publication of the notice.

History: (Acts 1984, No. 84-290, p. 502, §56; §10-3A-148; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

(a) The circuit court of 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 shall have full power to liquidate the assets and affairs of a nonprofit corporation:

(1) In an action by a member or director when it is established:

a. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the nonprofit corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights;

b. That the acts of the directors or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent;

c. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;

d. That the corporate assets are being misapplied or wasted; or

e. That the nonprofit corporation is unable to carry out its purposes.

(2) In an action by a creditor:

a. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the nonprofit corporation is insolvent; or

b. When the nonprofit corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the nonprofit corporation is insolvent.

(3) Upon application by a nonprofit corporation to have its dissolution continued under the supervision of the court.

(4) When an action has been filed by the Attorney General to dissolve a nonprofit corporation and it is established that liquidation of its affairs should precede the entry of an order of dissolution.

(b) Proceedings under this section shall be brought in 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, in the circuit court for the county in which the nonprofit corporation’s most recent registered office is located.

(c) It shall not be necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally.

History: (Acts 1984, No. 84-290, p. 502, §57; §10-3A-149; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

(a) In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite, with the powers and duties as the court, from time to time, may direct, and to take other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the affairs of the nonprofit corporation until a full hearing can be had.

(b) After a hearing had upon the notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the nonprofit corporation. The liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey, and dispose of all or any part of the assets of the nonprofit corporation wherever situated, either at public or private sale. The order appointing the liquidating receiver or receivers shall state their powers and duties. The powers and duties may be increased or diminished at any time during the proceedings.

(c) The assets of the nonprofit corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:

(1) All costs and expenses of the court proceedings and all liabilities and obligations of the nonprofit corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

(2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with the requirements;

(3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign nonprofit corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating nonprofit corporation as the court may direct;

(4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents of the nonprofit corporation to the extent that the governing documents determine the distributive right of members, or any class or classes of members, or provide for distribution to others; and

(5) Any remaining assets may be distributed to the persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, specified in the plan of distribution adopted as provided in this chapter, or when no plan of distribution has been adopted, as the court may direct.

(d) The court shall have power to allow, from time to time, as expenses of the liquidation compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the nonprofit corporation or the proceeds of any sale or disposition of the assets.

(e) A receiver of a nonprofit corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his or her own name as receiver of the corporation. The court appointing the receiver shall have exclusive jurisdiction of the nonprofit corporation and its property, wherever situated.

History: (Acts 1984, No. 84-290, p. 502, §58; §10-3A-150; amended and renumbered by Act 2009-513, p. 967, §192.)

A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabama, and shall in all cases give bond as the court may direct with the sureties the court may require.

History: (Acts 1984, No. 84-290, p. 502, §59; §10-3A-151; amended and renumbered by Act 2009-513, p. 967, §192.)

In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the nonprofit corporation.

History: (Acts 1984, No. 84-290, p. 502, §60; §10-3A-152; amended and renumbered by Act 2009-513, p. 967, §192.)

The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets.

History: (Acts 1984, No. 84-290, p. 502, §61; §10-3A-153; amended and renumbered by Act 2009-513, p. 967, §192.)

In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter an order dissolving the nonprofit corporation, whereupon the existence of the nonprofit corporation shall cease.

History: (Acts 1984, No. 84-290, p. 502, §62; §10-3A-154; amended and renumbered by Act 2009-513, p. 967, §192.)

In case the court shall enter an order dissolving a nonprofit corporation, it shall be the duty of the court to cause a certified copy of the order to be delivered to the Secretary of State for filing. No fee shall be charged by the Secretary of State for the filing thereof.

History: (Acts 1984, No. 84-290, p. 502, §63; §10-3A-155; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

Upon the voluntary or involuntary dissolution of a nonprofit corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the State Treasurer and shall be paid over to the person or to his or her legal representative upon satisfactory proof to the State Treasurer of his or her right thereto. The cash shall be held for the owner by the State Treasurer for three years and any cash which remains unclaimed by the owner after three years shall be presumed abandoned and subject to the Uniform Disposition of Unclaimed Property Act.

History: (Acts 1984, No. 84-290, p. 502, §64; §10-3A-156; amended and renumbered by Act 2009-513, p. 967, §192.)

The dissolution of a nonprofit corporation either (1) by the filing of the articles of dissolution by the Secretary of State, or (2) by an order of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period of duration, shall not take away or impair any remedy available to or against the nonprofit corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of the dissolution. Any action or proceeding by or against the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its corporate name. The members, directors, and officers shall have power to take the corporate or other action as shall be appropriate to protect the remedy, right, or claim. If the nonprofit corporation was dissolved by the expiration of its period of duration, the nonprofit corporation may amend its certificate of formation at any time during the period of two years so as to extend its period of duration.

History: (Acts 1984, No. 84-290, p. 502, §65; §10-3A-157; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)

All persons who assume to act as a corporation without authority to do so shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

History: (Acts 1984, No. 84-290, p. 502, §89; §10-3A-223; amended and renumbered by Act 2009-513, p. 967, §197.)

The repeal of a prior act by this title shall not impair, or otherwise affect, the organization or the continued existence of an existing nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified to conduct affairs in Alabama to continue to do so without again qualifying to conduct affairs in Alabama. Nor shall the repeal of a prior act by this title affect any right accrued or established, or any liability or penalty incurred, or the construction of the certificate of incorporation or charter of any nonprofit corporation organized before the enactment of this title, or the determination of the rights and interests of any of its members or creditors, under the provisions of the prior act before the repeal thereof.

History: (Acts 1984, No. 84-290, p. 502, §91; §10-3A-225; amended and renumbered by Act 2009-513, p. 967, §199.)