Any bishop of a diocese consisting wholly or in part of territory in Alabama may become a corporation sole with the power and authority defined in this article by proceeding according to the provisions of this 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 are furnished to such of the public who become subscribers to such plan pursuant to contracts are authorized and shall be governed by the provisions of this article.

The incorporators of any corporation to be governed by this article shall prepare and file in the office of the probate judge of the county in which said corporation is to have its principal place of business a certificate of intention to become such a corporation, which certificate shall be signed by each of the incorporators and shall set forth:

(1) The name of the proposed corporation;

(2) The objects and purposes for which the corporation is organized;

(3) The location of the principal office of the corporation in this state; and

(4) The name and post-office address of each incorporator, not less than three in number.

The certificate may also contain any other provisions, not inconsistent with the provisions of this article, which the incorporators may desire to insert for the regulation of the business or affairs of the corporation or which would be permitted nonprofit corporations by Chapter 3A of this title. The filing in said probate office of such certificate effects the creation of a corporation for the purpose of establishing, maintaining and operating a health care service plan as provided for in this article.

Any health care facility capable of entering into a binding contract may participate as a member of said corporation if the health care facility:

(1) Is approved by the appropriate state licensing agency having regulatory control over such facility; and

(2) Is accepted as a member by majority vote of the corporation's board of directors.

The corporation and all such health care facilities approved and accepted for membership shall enter into contracts which shall govern their respective rights and obligations and which shall be adopted and may be altered, amended or repealed by majority vote of the board of directors of the corporation. The board of directors of the corporation may terminate such membership and the contract of any health care facility for any cause deemed proper by it at any time by a majority vote. Such member may be reinstated by a majority vote of the 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 the purposes of the corporation. The board shall be composed of not less than 15 nor more than 27 directors. Public directors, who shall reflect the social, economic and geographic characteristics of the population served by the corporation, shall constitute at least a majority of the board. Providers of health care and their representatives may also serve on the board, but in no event may constitute a majority thereof. Persons who derive income from the delivery or administration of health care or services shall not be eligible to serve as public directors. The bylaws of the corporation shall contain a provision requiring the board:

(1) To establish a procedure for the disclosure of and the determination of whether a person is a provider or a representative of a provider of health care and possible conflict of interest situations with respect to directors; and

(2) To establish and select an advisory committee consisting of not more than seven persons, not members of the board, who are knowledgeable in providing health services and whose functions shall be to consult with and advise the board of directors.

The power to adopt, alter, amend or repeal bylaws shall be vested in the board of directors. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation, including provisions for the number and selection of the board of directors, not inconsistent with this article.

The corporation may change its corporate name, the location of its principal place of business or make such other alteration, amendment or change in its charter, as may be desired in the following manner:

(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any regular meeting of said board, or at any special meeting called for the purpose, shall adopt a resolution or resolutions setting forth the respect or respects in which the charter of the corporation shall be altered, amended or changed;

(2) The report thereof, certified by the president or the secretary of the corporation under corporate seal, if any, shall be filed and recorded in the office of the judge of probate of the county in which the corporation was organized; and

(3) Upon the filing of same, its certificate of incorporation shall be deemed to be altered, amended or changed; provided, that such certificate of alteration, amendment or change shall contain only such provisions as would be lawful and proper to insert in an original certificate of incorporation made at the time of making such amendment.

Every corporation organized under the provisions of this article shall procure from the Commissioner of Insurance a certificate of authority to do business, for which the corporation shall pay the sum of $200.00, and such certificates of authority shall be renewed thereafter on or before the first day of March of each year. The corporation may then enter into contracts with the public, subject to the restrictions contained in this article, for benefits under its health service plan. It shall be the duty of such corporation to enter into contracts with and issue certificates to those of the public who may desire to avail themselves of the benefits of said health service plan and who, under its rules and regulations, make application and are eligible therefor. Such contracts may provide for more than one class of services or benefits, may designate the person or persons, or the class of persons, entitled thereto, may designate the health care facilities and providers which render the services provided for and may specify the charge or dues required to be paid for such services or benefits. No such corporation shall issue or sell any contract until the form of the same has been filed with the Commissioner of Insurance.

No license, privilege or other tax shall be charged any corporation organized under this article by or on behalf of any city or municipality of this state, and no license, privilege or other tax in excess of the amount paid to the state under the provisions of this article shall be charged any such corporation by or on behalf of any county of this state.

Any holder in good standing of a certificate for such health service may select any health care facility which may be designated by such corporation to render the necessary health service thereunder.

The rates, charges, fees and dues to be paid by the public for benefits under said health service plan and for contracts or certificates covering same shall not be unreasonably high or excessive, shall be adequate to meet the liability assumed under such contracts and all expenses in connection therewith, shall be adequate for the safeness and soundness of the corporation and shall take into account past and prospective loss experience. Said corporation shall file with the Commissioner of Insurance any change in its rates, charges, fees and dues, and, as soon as reasonably possible after the filing has been made the commissioner shall, in writing, approve or disapprove the same, provided that, unless disapproved within 30 days after filing, such changed rates, charges, fees or dues shall be deemed to be approved by him. The commissioner shall approve such rates, charges, fees, and dues which are consistent with and shall disapprove such rates, charges, fees and dues which are not consistent with, the standards and factors set forth in the first sentence of this section; provided, that notwithstanding the foregoing, when a filing of changes in rates, charges, fees and dues for existing classifications of risks does not involve a change in the relationship between such rates and the expense portion thereof or does not involve a change of the element of expenses which are paid as a percentage of premiums and does not involve a change in rate relativities among such classifications on any basis other than loss experience, the changed rates in such filing shall become effective upon the date or dates specified in the filing and shall be deemed to meet the requirements of this section.

The Commissioner of Insurance or any of his designated deputies or examiners shall have the power of visitation and examination into the affairs of such corporation, shall have free access to all books, papers and documents that relate to the business of said corporation and may summon and qualify witnesses under oath and examine them in relation to the affairs, transactions and conditions of the corporation and make public disclosure of his findings. Such examination shall be made at the expense of the corporation.

Persons representing a health care service corporation organized under the provisions of this article in writing or soliciting health care certificates for said corporation, and the health care service corporation with respect thereto, shall be subject to Chapters 7 and 8A of Title 27.

Every such corporation shall deposit with, and thereafter maintain on deposit with, the Treasurer of the State of Alabama bonds of the United States government or of the State of Alabama, or of any subdivision thereof, or first mortgages on real estate situated in Alabama securing an indebtedness not in excess of 50 percent of the appraised value thereof, subject to the approval of the Commissioner of Insurance, in an amount to be determined as of the first day of January of each year as follows:

(1) Every such company whose gross annual premium receipts from business done within this state for the preceding year ending December 31 are less than $50,000.00 shall so deposit and maintain securities of par and market value not less than $5,000.00;

(2) Every such company whose such gross annual premium receipts so computed are in excess of $50,000.00 and less than $150,000.00 shall so deposit and maintain such securities of par and market value not less than $10,000.00;

(3) Every such company whose such gross annual premium receipts so computed are in excess of $150,000.00 and less than $250,000.00 shall so deposit and maintain such securities of par and market value not less than $15,000.00; and

(4) Every such company whose such gross annual premium receipts so computed shall exceed the sum of $250,000.00 shall so deposit and maintain such securities of a par and market value of not less than $20,000.00; provided, that before any such company shall be licensed to, or shall, engage in any business in this state, it shall so make an initial deposit of such securities of a par and market value not less than $3,000.00.

The securities so deposited may from time to time with the approval of the Commissioner of Insurance and the Treasurer be replaced by other authorized securities of equal value. The deposit so maintained shall constitute a trust fund primarily for the security of persons holding certificates or policies of such company.

(a) On or before the first day of March of each year, every company transacting business under this article in this state shall file with the Commissioner of Insurance a statement showing the amount of gross dues received by it for business done in this state during the preceding calendar year ending December 31 and the number of contracts or certificates outstanding.

(b) The corporation shall, annually, on or before the first day of March, file in the Office of the Commissioner of Insurance a statement, verified by at least two of the principal officers of said corporation, showing its condition on December 31 next preceding, which shall be in the form, and shall contain such matters, as the Commissioner of Insurance shall prescribe. Every such corporation shall set up as the liability for unperformed contracts or unearned dues on all outstanding certificates 95 percent of the unearned net dues or charges collected on such contracts computed on a monthly basis (by net dues is meant the amount received by the corporation less acquisition costs). Every such corporation shall at all times hold assets equal to such aggregate amount so computed over and above all other liabilities, but the Commissioner of Insurance shall allow to the credit of every such company in the account of its financial condition all such assets as are, or can be made, available for the payment of claims or losses in Alabama.

All decisions, findings and orders of the Commissioner of Insurance made under the provisions of this article shall be subject to review, revision and reversal by proper proceedings brought in any court of competent jurisdiction within 30 days from the date of the decision, finding or order; and the decision of such court may be reviewed by appeal.

No statute of this state applying to insurance companies shall be applicable to any corporation organized under the provisions of this article and amendments thereto or to any contract made by the corporation unless expressly mentioned in this article and made applicable; except as follows:

(1) The corporation shall be subject to the provisions regarding annual premium tax to be paid by insurers on insurance premiums.

(2) The corporation shall be subject to the provisions of Chapter 55, Title 27, regarding the prohibition of unfair discriminatory acts by insurers on the basis of an applicant's or insured's abuse status.

(3) The corporation shall be subject to the provisions regarding Medicare Supplement Minimum Standards set forth in Article 2 of Chapter 19 of Title 27, and Long-Term Care Insurance Policy Minimum Standards set forth in Article 3 of Chapter 19 of Title 27.

(4) The corporation shall be subject to Section 27-1-17, requiring insurers and health plans to pay health care providers in a timely manner.

(5) The corporation shall be subject to the provisions of Chapter 56 of Title 27, regarding the Access to Eye Care Act.

(6) The corporation shall be subject to the regulations promulgated by the Commissioner of Insurance pursuant to Sections 27-7-43 and 27-7-44.

(7) The corporation shall be subject to the provisions of Chapter 54 of Title 27.

(8) The corporation shall be subject to the provisions of Chapter 57 of Title 27, requiring coverage to be offered for the payment of colorectal cancer examinations for covered persons who are 50 years of age or older, or for covered persons who are less than 50 years of age and at high risk for colorectal cancer according to current American Cancer Society colorectal cancer screening guidelines.

For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section:

(1) CORPORATION. An Alabama industrial development corporation created under this article.

(2) FINANCIAL INSTITUTION. Any banking, mortgaging corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, pension funds or other institution engaged primarily in lending or investing funds.

(3) MEMBER. Any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this article, upon its call and in accordance with the provisions of this article.

(4) BOARD OF DIRECTORS. The board of directors of the corporation created under this article.

(5) STATE. The State of Alabama.

(6) LOAN LIMIT. For any member, the maximum amount permitted to be outstanding at one time on loans made by such member to the corporation, as determined under the provision of this article.

(a) Five or more financial institutions or persons, a majority of whom shall be residents of this state, who may desire to create an industrial development corporation under the provisions of this article for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges provided in this article may be incorporated by filing in the office of the Secretary of State, as provided in this section, articles of incorporation. The articles of incorporation shall contain:

(1) The name of the corporation which shall include the words "industrial development corporation of Alabama."

(2) The location of the principal office of the corporation, but such corporation may have offices in such other places within the state as may be fixed by the board of directors.

(3) The purposes for which the corporation is founded, which shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of Alabama and its citizens, to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this state, to rehabilitate and assist existing business and industry, to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, to provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of this state, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural and recreational developments in this state and to provide financing for the promotion, development and conduct of all kinds of business activity in this state.

(4) The names and post-office addresses of the members of the first board of directors, who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.

(5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to, a list of the officers and provisions governing the issuance of stock certificates to replace lost or destroyed certificates; provided, that no provision shall be contained for cumulative voting for directors.

(6) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of the capital with which it will commence business and, if there is more than one class of stock, a description of the different classes, the names and post-office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription shall be the minimum amount of the capital with which the corporation shall commence business, which shall be not less than $100,000.00. The articles of incorporation may also contain any provision consistent with the laws of this state for the regulation of the affairs of the corporation.

(7) The articles of incorporation shall be in writing, subscribed by not less than three natural persons competent to contract, acknowledged by each of the subscribers before an officer authorized to take acknowledgments and filed in the office of the Secretary of State for approval. A duplicate copy so subscribed and acknowledged may also be filed.

(8) The articles of incorporation shall recite that the corporation is organized under the provisions of this article.

(b) The Secretary of State shall not approve articles of incorporation for a corporation organized under this article until a total of at least five national banks, state banks, mortgage banks, federal savings and loan associations, state savings and loan associations, domestic building and loan associations, pension funds or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of said corporation; and said written agreement shall be filed with the Secretary of State with the articles of incorporation and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the Secretary of State. Whenever the articles of incorporation shall have been filed in the office of the Secretary of State and approved by him and all filing fees and taxes prescribed by Alabama statutes have been paid, the subscribers, their successors and assigns shall constitute a corporation, and said corporation shall then be authorized to commence business and stock thereof to the extent herein, or hereafter, duly authorized may from time to time be issued.

(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. Said first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.

(b) At such first meeting, the incorporators shall organize by the choice, by ballot, of a temporary clerk, by the adoption of bylaws, by the election by ballot of directors and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business.

In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation shall, subject to the restrictions and limitations contained in this section, have the following powers:

(1) To elect, appoint and employ officers, agents and employees to make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint stock company, association or trust or in any other manner.

(2) To borrow money from its members and the small business administration and any other similar federal agency for any of the purposes of the corporation, to issue therefor its bonds, debentures, notes or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights and privileges of every kind and nature, or any part thereof of interest therein, without securing stockholder or member approval.

(3) To make loans to any person, firm, corporation, joint-stock company, association or trust and to establish and regulate the terms and conditions with respect to any such loans and the charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for said loan shall show that he has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.

(4) To purchase, receive, hold, lease or otherwise acquire and to sell, convey, transfer, lease or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations.

(5) To acquire the goodwill, business, rights, real and personal property and other assets, or any part thereof or interest therein, of any persons, firms, corporations, joint-stock companies, associations or trusts and to assume, undertake or pay the obligations, debts and liabilities of any such person, firm, corporation, joint-stock company, association or trust, to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of such real estate to others for the construction of industrial plants or other business establishments and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease or otherwise dispose of industrial plants or business establishments.

(6) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the stock, shares, bonds, debentures, notes or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint-stock company, association or trust and, while the owner or holder thereof, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon.

(7) To mortgage, pledge or otherwise encumber any property, right or thing of value acquired pursuant to the powers contained in subdivisions (4), (5) or (6) of this section as security for the payment of any part of the purchase price thereof.

(8) To cooperate with, and avail itself of, the facilities of the United States Department of Commerce, the state planning and industrial development board, and any other similar state or federal governmental agencies and to cooperate with, assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance and development of the business prosperity and economic welfare of such communities, of this state or of any part thereof.

(9) To do all acts and things necessary or convenient to carry out the powers expressly granted in this article.

Any financial institution may request membership in the corporation by making application to the board of directors on such form in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by said board.

(a) Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice.

(b) A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to notice of the intended withdrawal of said member.

(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, a treasurer and such other officers and such agents as the corporation by its bylaws shall authorize. The board of directors shall consist of such number not less than 15 nor more than 21, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose, or appoint, all the agents and officers of the corporation and fill all vacancies except vacancies in the office of a director, which shall be filled as provided in this section. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which annual meeting shall be held during the month of January or, if no annual meeting shall be held in the year of incorporation, then within 90 days after the approval of the articles of incorporation at a special meeting as provided in this section. At each annual meeting or at each special meeting, held as provided in this section, the members of the corporation shall elect two thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation, or special meeting held in lieu of the annual meeting after the election, and until their successors are elected and qualified, unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.

(b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.

Any corporation organized under the provisions of this article shall be a state development company, as defined in the Small Business Investment Act of 1958, or any other similar federal legislation, and shall be authorized to operate on a statewide basis.

(a) The stockholders and the members of the corporation shall have the following powers of the corporation:

(1) To determine the number of and elect directors as provided in Section 10-4-136.

(2) To make, amend and repeal bylaws.

(3) To amend this charter as provided in Section 10-4-149.

(4) To dissolve the corporation as provided in Section 10-4-151.

(5) To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions and from any agency established under the Small Business Investment Act of 1958, or other similar federal laws now or hereafter enacted.

(6) To exercise such other of the powers of the corporation consistent with this article as may be conferred on the stockholders and the members by the bylaws.

(b) As to all matters requiring action by the stockholders and the members of the corporation, said stockholders and said members shall vote separately thereon by classes and, except as otherwise provided in this article, such matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.

(c) Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held by him, and each member shall have one vote, in person or by proxy; except, that any member having a loan limit of more than $1,000.00 shall have one additional vote, in person or by proxy, for each additional $1,000.00 which such member is authorized to have outstanding on loans to the corporation at any one time as determined under subdivision (3) b of Section 10-4-140.

(a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures:

(1) Any person, including all domestic corporations organized for the purpose of carrying on business within this state, and further including, without implied limitation, public utility companies, insurance companies, foreign corporations licensed to do business within this state, all financial institutions as defined in Section 10-4-130, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of said stock, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state, except as otherwise provided in this article; provided, however, that a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation;

(2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided in Section 10-4-140; and

(3) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of said stock, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted in this section shall not exceed 10 percent of the loan limit of such member.

(b) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted in this section is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.

Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:

(1) All loan limits shall be established at the $1,000.00 amount nearest to the amount computed in accordance with the provisions of this section.

(2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed 50 times the amount then paid in on the outstanding capital stock of the corporation.

(3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed:

a. Twenty percent of the total amount then outstanding on loans to the corporation by all members, including in said total amount outstanding amounts validly called for loan but not yet loaned.

b. The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership or, in the case of an insurance company, its last annual statement to the State Insurance Commissioner:

1. Two and one-half percent of the capital and surplus of commercial banks and trust companies;

2. One half of one percent of the total outstanding loans made by savings and loan associations, and building and loan associations;

3. Two and one-half percent of the capital and unassigned surplus of stock insurance companies, except fire insurance companies;

4. Two and one-half percent of the unassigned surplus of mutual insurance companies, except fire insurance companies;

5. One tenth of one percent of the assets of fire insurance companies; and

6. Such limits as may be approved by the board of directors of the corporation for other financial institutions.

(4) Subject to paragraph (3) a of this section, each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans made by such member to the corporation and the investment in capital stock of the corporation held by such member at the time of such call.

(5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes and other evidences of indebtedness of the corporation, which shall be freely transferable at all times and which shall bear interest at a rate of not less than one quarter of one percent in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans.

Under no circumstances shall the credit of the state be pledged to any corporation organized under the provisions of this article.

Notwithstanding the provisions of any other law of this state, now or hereinafter enacted, any corporation organized under the provisions of this article shall be authorized to take and receive security by a mortgage, or otherwise, on property, real and personal.

Any tax exemptions, tax credits or tax privileges granted to banks, savings and loan associations, trust companies and other financial institutions by any general laws are granted to corporations organized pursuant to this article.

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 and municipalities are authorized in addition to levy an occupational license tax.

Each year the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit.

The corporation shall be examined at least once annually by a certified public accountant and shall file reports of its condition annually with the Secretary of State, who in turn shall make copies of such reports available to the Governor. The corporation shall pay the actual cost of said examinations. The provisions of the Alabama Banking Code will apply where such Banking Code is not in conflict with this article.

Corporations organized under this article shall adopt the calendar year as their fiscal year.

(a) The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the articles of incorporation which is inconsistent with the general purposes expressed in this article, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the State Comptroller to examine the corporation or the obligation of the corporation to make reports as provided in Section 10-4-147 shall be made; and provided further, that no amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate, maturity date, in the security or credit position of any outstanding loan of a member to the corporation or affects a member's right to withdraw from membership as provided in this article or affects a member's voting rights as provided in this article shall be made without the consent of each member affected by such amendment.

(b) Within 30 days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment and due adoption thereof, shall be submitted to the Secretary of State who shall examine them and, if he finds that they conform to the requirements of this article, shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall be filed in the office of the Secretary of State, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.

The period of duration of the corporation shall be 50 years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period as provided in Section 10-4-151.

The corporation may, upon the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled, dissolve said corporation. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members of the corporation as creditors thereof have been paid in full.

The provisions of Title 8 and any other laws of this state regulating the issue, registration and sale of securities shall not apply to any security issued by a corporation organized under the provisions of this article.

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 percent or more of membership, resident in Alabama, enrolled in any local fraternal order, not including members who are minors under the age of 19 years at the date of filing the complaint or, with respect to any corporation or group organized in Alabama for fraternal, charitable or educational purposes, "majority group" means 65 percent, or more, of the adult membership resident in Alabama of any governing or voting board having voting authority in the control or administration of such organization.

(2) LOCAL FRATERNAL ORDER. Any chapter, order, club, lodge, association, mission, subdivision, active, alumni or fraternal brotherhood, whether or not incorporated, in any city, town or county in Alabama, which holds title to, or a fiduciary or trust interest in, property or the income therefrom and which is affiliated with, or recognizes the rules, administrative, jurisdictional or other superior authority of, a larger denominational body of the same order. The term "local order" shall also include any organization organized in Alabama for fraternal, charitable or educational purposes having title to, administrative supervision or control (in trust) over property subject to any such higher jurisdiction or authority.

(3) PARENT FRATERNAL ORDER. The larger denominational body or authority having jurisdiction over or affiliated with such local fraternity, alumni association, chapter, camp, lodge, mission or fraternal order, having under the plan of organization of the particular fraternal order jurisdiction in the matter or practice of faith, rules, membership, property, social creed or pronouncements, or other organic or administrative function of that fraternal order, the designation "parent organization" being applicable to any such authority whose action or interpretation is made the basis for relief and protection hereunder.

(4) FRATERNAL PROPERTY. All property, real, personal or mixed, belonging to, or in the possession of, the local order, as defined in this section, or title to which is vested in the local order, or in trustee for the use and benefit of such local fraternal order or a corporation if the local fraternal order is incorporated, whether such use and benefit are expressed in title instruments or not.

(5) TRUST CLAUSE. Any clause or provision inserted in a deed, transfer, will or contract or which is required by the law or rules of the parent organization to be so inserted providing that property acquired by the local order, or in the name of trustees or a corporation for the use of the local organization, shall be held in trust for the use and benefit of the parent organization, or one or more of its affiliates, members, officers or agents, or a clause in the deed, will, fraternal law or rules providing substantially as follows:

In trust, that said premises shall be used, kept and maintained as a place of fraternal work of the parent organization or as a place of residence for the use and occupancy of members of the parent organization subject to the rules, usage and fraternal appointments of said order as from time to time authorized and declared by the law-making bodies of the fraternal organization.

(6) WITHDRAW or WITHDRAWAL. The voluntary action of the majority group taken or initiated to sever the affiliation, connection or fraternal ties of the local organization with or from the parent organization as authorized by the provisions of this article.

(7) CHANGE OF SOCIAL POLICIES. Any substantial and material change in or departure from the rules, social creed, jurisdictional system, authoritative pronouncements or other fraternal law relating to the social standards, practices or policies of the parent organization or its affiliated institutions, as the same existed at the time of affiliation or merger of the local organization, and which change is contrary to the way of life of the majority group.

(8) AFFILIATED ORGANIZATIONS. Organizations or boards deriving their powers, functions, funds and property directly from the parent organization, as defined in this section, or from its law-making body and does not mean organizations or boards organized under or answerable to any state organization, board, convention or authority constituting a branch of the parent organization.

(9) FRATERNAL ORDER. An organization wherein a group of men, women or men and women are bound together for the purposes of advancing their educational, social or other benefits; also the relation of persons associating on the footing of brothers; also, a body or class of persons having common purposes and interests; brothers including sisters and sisters including brothers.

The right and equity are hereby recognized and declared on behalf of the majority group of any local organization owning title to or an interest in fraternal property to preserve and protect the same from impairment or loss, to prevent fraternal property held subject to the trust clause from being converted to or used for an unintended or different use or purpose due to a change of social policies of the parent organization and to be relieved of a material miscarriage of intent or understanding, failure of or departure from the intent or understanding of such local organization, or the majority group thereof, with respect to its use of the fraternal property or the conduct of its traditional social practices due to a change of social policies of the parent organization or of any one or more of its affiliated organizations.

(a) The majority group of any local organization may withdraw from the parent organization and, upon withdrawal, shall be permitted to devote the fraternal property to the uses originally intended free of the influence of the trust clause; provided, that the facts upon which the right of withdrawal is conditioned under this section shall be judicially determined to exist in and by a judicial proceeding as provided for in this article.

(b) While this article is not intended to control any rules, fraternal, educational, social or other formula or practice of the parent organization, as defined in Section 10-4-170, one of its purposes is to afford an effective remedy and procedure for the preservation and protection of trust, charitable, educational or fraternal property from impairment or loss thereof when the intended trust use thereof is threatened as a proximate result of subsequent action by the parent organization inconsistent with the basic intent or assumption inherent in, or expressed and fixed before, during or in the acquisition or dedication thereof.

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 local organization shall determine that there has been a change of social policies, within the meaning of this section, or that any act, declaration, law, policy, social creed or jurisdictional system of the parent organization is contrary to the basic intent, understanding or basic assumption existing between the contributors, donors or grantors of the fraternal property and the local organization or between such contributors, grantors, or donors and any trustee of property held for the benefit of the local organization or held by, or for, the use of the local organization subject to the trust clause and whenever such majority group shall find and determine that such act, declaration or policy of the parent organization is not only contrary to such basic intent, understanding or assumption, but that acquiescence therein would be contrary to the welfare of the local organization or the peace, order, friendliness or goodwill within the membership of the local organization, be inconsistent with the effective and harmonious continuation of fraternal work or involve the organization in public controversy, thereupon the majority group shall have the right, without sacrifice or loss of any title, interest or matured equity or rights in property, funds or benefits, to set up a local organization or unit independent of the authority of the parent organization, and the local organization or unit so set up shall be in corporate form as may be provided for under the laws of Alabama for the formation of fraternal or nonprofit charity corporations.

Upon resolution or written declaration by the majority group, upon giving 30 days' notice to the parent organization and upon giving like notice to the organization membership or the official governing body of the local organization, said corporation so formed by the majority group shall be authorized to institute a civil action on behalf of itself and the majority group at the cost of the plaintiff if none of the defendants contest the action, otherwise, the costs to be taxed within the discretion of the circuit court of the county in which the local organization is located, for a judicial finding and declaratory action as provided in this section. Such proceeding or action shall state the facts as to the basis for relief from miscarriage of basic intent and understanding, as provided in this article, and any other factors or equities entitling the plaintiff to the relief sought.

Service of process in said action or proceeding may be had on the local organization by service on its administrative authority, one or more senior or representative members or other similar authority of the organization by service on the parent organization by serving any representative official, members or employees thereof, by service on the trustee, person or corporation in which the record title to the fraternal property sought to be affected by the proceeding is held or vested, and by service on any other defendant having a justifiable interest in the relief sought. Service by publication or otherwise may be had on any nonresident in the manner provided in the Alabama Rules of Civil Procedure pertaining to class actions and other methods of service of process.

The plaintiff in said action may aver as a separate aspect or equity that the parent organization has made or sanctioned material changes in the laws, rules, social creed or jurisdictional system with respect to social standards, practices or policies which changes are opposed to the views, beliefs or way of life of the majority group and which changes are substantially and materially different from the status of the laws, rules, social creed or jurisdictional system of the parent organization with respect to its social standards, practices or policies existing at the time the local organization became affiliated or merged with the parent organization, and may further aver that such changes, insofar as they negate or depart from said basic intent and understanding of the majority group, are constructively fraudulent, collusive or arbitrary, as those terms are defined or referred to in the law. Upon proof of such averments, the plaintiff shall be entitled to the relief provided by this article.

If on final hearing the court shall find that the organization of the plaintiff corporation, subject to such further or amended conditions or provisions as the court may require or approve, is equitable and appropriate for administration as a fraternal or charitable trust and that the withdrawal of the fraternal property from subjection to the action complained of is equitable and appropriate under the cy pres doctrine or otherwise, the court shall enter judgment accordingly, declaring the status, rights and equities involved and, on final compliance, shall order its approval for the record, as well as grant any other relief appropriate in the premises.

The complaint in any action authorized by this article shall state whether or not the local organization obtained from the parent organization or any of its affiliated organizations a loan or grant of funds with which to defray, in whole or in part, the cost of constructing or acquiring any of the buildings or real estate included in the fraternal property sought to be withdrawn, and if such loan or grant was obtained within 20 years prior to filing the complaint, then it shall aver the amount thereof and the date such loan or grant was obtained and whether, if it be a loan, it is secured by a lien instrument. If the court grants the right to withdraw as requested in the complaint and further grants a confirmation of title to property in the local organization, free of the trust clause, as defined in Section 10-4-170, it shall determine the amount of such unsecured loan or grant and that the same was made within 20 years of filing the complaint, if that be true, and shall order that such loan, if unsecured, or grant shall be repaid without interest to the date of the judgment, within a reasonable time to be fixed by the court, as a condition to granting the relief sought and shall fix a lien on the fraternal property of the local organization to secure the repayment of said unsecured loan or grant.

Nothing in this article shall be construed to affect the validity of any existing lien or mortgage on the fraternal property or part thereof.

Ten or more persons desiring to associate themselves together not for pecuniary profit in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation, single-tax or other economic principles, may become a body corporate in the manner following:

(1) The persons proposing to form such corporation shall file with the probate judge in the county in which it proposes to establish itself a declaration in writing, setting out the name of said proposed corporation, the names of the charter members and the purposes of said corporation.

(2) Upon the filing of such declaration, the judge of probate shall issue to such corporation a charter, which shall be perpetual, subject to revocation at any time by the Legislature.

Any corporation organized pursuant to this article may elect such officers as it may deem necessary, in such manner and for such terms as it may provide, and remove the same at any time, and adopt such constitution and bylaws as it may see fit not in conflict with the Constitution and laws of this state.

Such corporation shall have the power to buy, sell and lease and mortgage real estate, to build and operate wharves, boats and other means of transportation and communication, build, erect and operate waterworks, electric lighting and power companies, libraries, schools, parks and do any other lawful thing, incident to its purpose for the mutual benefit of its members and may admit such other persons to participate in its benefits as it may see fit and upon such conditions as it may impose.

All associations or corporations heretofore or hereafter organized pursuant to the provisions of this article for the purpose of operating waterworks for unincorporated areas shall be exempt from the payment of all state, county, municipal or other ad valorem taxes and shall be exempt from paying any state or county license tax on any gross receipts of such association or corporation.

(a) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that it will recognize an association of its lessees and will deal with representatives of said association on any and all matters relating to leased corporate lands in any manner.

(b) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that he objects to the amount of the rent claimed or requested by the lessor. Upon receipt of said written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the rent by arbitration. This determination shall be binding on both parties.

(c) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that he objects to the amount of the compensation for sale or transfer of improvements imposed or requested by the lessor. Upon receipt of said written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the compensation by arbitration. This determination shall be binding on both parties. Said arbitration shall be to determine what is the fair market value.

(d) The provisions of this section shall apply to all leases in effect on August 25, 1976 in the State of Alabama where the lessor is a corporation organized under this article.

(e) Subsections (b) and (c) of this section shall apply to all leases executed after August 25, 1976 applying to real estate in the State of Alabama where the lessor is a corporation organized under this article.

To become a corporation sole, the bishop shall present to the Secretary of State of Alabama an application signed by the bishop which shall set forth:

(1) The name, official designation and place of residence of the applicant, the name of the church of which he is a bishop, an abstract in English of the substance of the commission, instrument or document, if any, evidencing his right to his office, the date and place of his consecration and induction into office and that he desires to become a corporation sole under this article;

(2) The name and territorial limits of his diocese, the date of its creation, a brief designation of the authority by which the diocese was created, that by which it may be modified and that by which its bishopric is filled, the terms of its bishop's office and the instrument or document, if any, by which the bishop's right to his office is evidenced and the place where, and the official by whom, the original records thereof are kept;

(3) The name which he proposes for the corporation;

(4) The location of the principal office of the proposed corporation; and

(5) Any other matter relating to the incorporation which the applicant may choose to insert, not inconsistent with the Constitution and laws of Alabama.

The application shall be subscribed and sworn to by the bishop before an officer authorized by the laws of Alabama to take and certify oaths, who shall certify upon the application that he personally knows the applicant and believes him to be the bishop as asserted in his application and that he subscribed and swore thereto in the officer's presence. The Secretary of State shall examine the application, and if he finds that the name proposed for the corporation is not identical with that of a person or of any other corporation in this state, or so nearly similar thereto as to lead to confusion and uncertainty, he shall receive and file it and shall record it in an appropriate book of record in his office.

(a) The members of any church, conference of churches, religious society, educational society, benevolent, monument or burial society, patriotic society, societies for the purpose of nature study or scientific research, society for establishing public parks or places of public recreation, societies for promoting knowledge, promoting arts or promoting sciences, societies for purposes of like kind or the owners of a graveyard, or the trustees of any of the foregoing churches, conferences, institutions, or societies elected by the organization, or organizations, of the church, conferences, institution, association, or society desiring to become incorporated, shall adopt a resolution signifying the intention and elect not less than three trustees.

(b) The trustees shall, within 30 days after their election, file in the office of the judge of probate of the county in which the corporation is to exercise its functions, or part of its functions, a certificate stating the corporate name selected, the names of the trustees and the length of time for which they are elected, which certificate shall be subscribed by them and recorded. The members of the society, their associates and successors are, from the filing of the certificate, incorporated by the name specified.

Corporations not of a business character created under this article or created by special act of the Legislature heretofore may acquire, hold, administer, distribute or dispose of real and personal property, may take, receive and acquire property by gift, devise, or bequest and hold, own, administer, use, distribute and dispose of such property for the advancement, promotion, extension or maintenance of such causes and objects as may be prescribed by the constitution and bylaws of such corporation in conformity with all lawful conditions imposed by the donor and may exercise such other powers as are incident to private corporations. All such powers may be exercised by such corporation in its own right or as trustee or as personal representative.

(a) Notwithstanding any provision to the contrary in the articles of incorporation, other governing instrument or under any other law of this state, and except as otherwise provided by court order, or by a provision in the articles of incorporation or other governing instrument, which in either case is entered or made after August 11, 1971, and expressly limits the applicability of this section, a corporation which is, or is treated as, a private foundation, as defined in Section 509 of the Internal Revenue Code of 1954, during the period it is, or is treated as, a private foundation:

(1) Shall not engage in any act of self-dealing as defined in Section 4941 (d) thereof;

(2) Shall distribute, for the purposes specified in its articles of incorporation, for each taxable year not less than such amounts at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 thereof;

(3) Shall not, if Section 4943 thereof is applicable, retain any excess business holdings as defined in subsection (c) of that section beyond the period permitted by that section;

(4) Shall not make any investment in such manner as to subject it to tax under Section 4944 thereof; and

(5) Shall not make any taxable expenditures as defined in Section 4945 (d) thereof.

(b) Nothing in this section shall impair the rights and powers of the courts or the Attorney General of this state with respect to any corporation described in this section. The provisions of this section shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of incorporation or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to this section.

(c) All references to sections of the Internal Revenue Code of 1954 shall include future amendments to such sections and corresponding provisions of future internal revenue laws.

(a) Unless otherwise clearly stated in the deed or other instrument under which any church corporation organized under the provisions of this article derives title or unless afterwards approved by a majority of the adult members of the congregation of such church at a meeting held after announcement from the pulpit of the church at least seven days from the date of the announcement, such church corporation, whether heretofore or hereafter organized and incorporated under the provisions of this article, shall be, and shall remain, a distinct and independent church corporation free from the regulation and control of any higher church body, denomination or other organization with which it is now, or hereafter, associated or affiliated insofar as the management, control, disposition or alienation of its real property is concerned.

(b) The provisions of this section shall in nowise be construed as conferring on any church organized under the provisions of this article greater power of control over its real property than it possessed prior to its passage nor shall the provisions of this section be construed as diminishing in any respect the control or supervision of the real property of such church organized under the provisions of this article exercised by any higher church body, denomination or other organization prior to its passage.

In all civil actions or legal proceedings, the service of process and papers on a trustee of such corporation is valid for the purpose of bringing such corporation into court or for the objects of the notice.

The trustees, or a majority of them, or authorized agents of any church, conference of churches, societies or associations organized by special charter or under the general laws of this state, may borrow money to such an amount as may be authorized by a majority of the trustees or authorized agents and may, by mortgage or deed of trust, convey all or any part of the property owned, real or personal or both, to secure the payment of any debt contracted by said trustees or authorized agents; but before such mortgage or deed of trust can be executed, a majority of the board of trustees or authorized agents shall have first authorized the incurring of such debt and the execution of such mortgage or deed of trust on all or part of the real or personal property, or both, of such church, conference of churches, society or association, which authorization must be made at a meeting of such board of trustees or authorized agents specifically called for the purpose. Any such church, conference of churches, society or association may grant to its board of trustees or authorized agents the power to convey by mortgage or deed of trust any or all of its property, real or personal, it may then own or may thereafter acquire for the purpose of securing any debt contracted by said board of trustees. A certified copy of the minutes of such church, conference of churches, society or association, or of the board of trustees or authorized agents, shall be prima facie evidence of the authority of said board of trustees or authorized agents.

The trustees or other authorized agents of any church, conference of churches, society, association or other corporation organized under this article may sell and convey all or such part of the property thereof, real or personal, as they may be authorized to do by resolution of the church, conference of churches, society, association or other corporation assembled at a regular meeting or special meeting. If a special meeting, notice of the time, place and object of such meeting must be given at least 10 days prior to said special meeting by posting notice at the place of said regular meetings.

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, and of the vote upon the question before the meeting shall be evidence of the regularity of such meeting and of the proceedings therein.

Whenever 10 or more retail merchants wish to form an association, cooperative society or corporation not for pecuniary profit 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 Chapter 3A of this title.

Burial societies so incorporated may exercise all powers necessary for properly governing, beautifying, improving and taking care of such graveyard, and may make such bylaws, rules and regulations as are proper and necessary to secure such objects.

When such graveyard is wholly under the control of persons belonging to one denomination or faith, the elder, deacon, minister, bishop or priest who is the head of such denomination in the city, town, village or county shall be ex officio the chairman of such board of trustees. When such graveyard is under the control of persons of different denominations, such heads of the denominations interested shall be members of the board.

Whenever 10 or more wholesale merchants wish to form an association, cooperative society or corporation not for pecuniary profit 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 Chapter 3A of this title.

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 proposed in the application; and the Secretary of State shall make and issue to the applicant a certificate of incorporation pursuant to this article, under the seal of the state, and shall record the same with the application.

All corporations organized under the general laws of this state, or heretofore under a special act of the Legislature, and all corporations organized under the laws of any other of the United States which have complied with the Constitution and laws of the State of Alabama as to foreign corporations and which by their charter have the right to manufacture, supply and sell to the public power produced by water as a motive force, shall, after acquiring by purchase, or otherwise than by condemnation, a dam site or power site comprising not less than one acre of land upon each and opposite sides of any watercourse or after acquiring by purchase, or otherwise than by condemnation, a dam site comprising not less than one acre of land upon one side of any watercourse and, where the dam site on the other side of such watercourse is owned or controlled by the United States, shall have acquired the permission of the United States to attach to or use the lock, dam or other property owned or controlled by the United States for an abutment site on the other side of such watercourse, in addition to other powers conferred by law, have the following rights, powers and authority:

(1) To acquire by condemnation the lands and rights necessary for the construction and operation of said dam and works connected therewith or useful thereto, either up or down stream therefrom, and in case of non-navigable streams, to construct and operate at said site, or other point up or down the stream therefrom, and across said stream, a dam, together with all works incident, necessary or related thereto, in connection therewith, to impound or divert water of any watercourse, or watercourses, of this state, to raise higher such dam and enlarge the works necessary, related or incident thereto and to construct other works necessary, incident or related thereto, either upstream or downstream therefrom, as may be required or deemed expedient by such corporation in the manufacture and supply of power produced by water as a motive force.

(2) To acquire by condemnation all lands, waters, interests, rights or easements in lands or waters likely to be flooded or damaged by impounding or diverting the water of any watercourse in this state or its tributaries, or necessary for the construction or operation of dams or power houses, or works necessary, incident or related thereto, or likely or liable to be flooded or damaged by the construction, operation or enlargement of the dams, or works incident, necessary or related thereto, or damaged or taken in the construction, operation or use of canals, tailraces or exit ways necessary, useful or convenient for the escape, conveyance or return of the water used in the operation of the works or power plant.

(3) To acquire by condemnation the necessary lands for substations and transmission lines, but shall have no right to condemn a private residence nor the outhouse, garden or orchard within the curtilage of a private residence, for a substation site or for rights-of-way for its transmission line or lines. Such corporation shall have no right to condemn lands, water or water rights in use for power purposes by another corporation upon the same watercourse, having similar powers and essential to its operations, or lands, water or water rights held by such other corporation for power purposes where the lands, water or rights in themselves and taken alone or in connection with other lands, water or rights owned by such other corporation can be made the reasonable basis of a water power development of at least 1,000 continuous horsepower; but may condemn lands, hydraulic structures, water or water rights held by such other corporation at any point upon the same watercourse, unless the lands, structures or rights in themselves, taken alone or in connection with other lands or rights owned by such other corporation, can be made the reasonable basis of a water power development of at least 500 continuous horsepower; and may condemn lands, hydraulic structures, water or water rights of such other corporation, at any point upon the same watercourse, in excess of such other corporation's actual facilities for using the same, independently of the actual or proposed works of the condemning party, for the manufacture of power by its plant as the same is already established at the time the condemnation proceeding is begun; provided, the plant of such other corporation has been in operation for five years or more preceding the commencement of the condemnation proceedings. Nor shall such corporation have the right to condemn the lands, hydraulic structures, water or water rights of any cotton factory, at any point upon the same watercourse, in actual and prior use by it for the operation of its plant; but may condemn the lands, hydraulic structures, water or water rights of such cotton factory in excess of what is actually in use, or may be used, at normal stages of the stream for the operation of its plant as already established at the time the condemnation proceeding is commenced. Such corporation may by condemnation acquire the right to flood grist mills and industries in conjunction therewith, together with lands and water rights appertaining thereto. In all cases just compensation shall first be paid to the owner in the manner provided by law for all property taken.

(4) To acquire by condemnation the right to flood public and private ferries and the approaches thereto, but said corporation in the event of acquiring said property by condemnation, shall relocate and place public ferries and the approaches thereto in a condition satisfactory to the county commissions of the counties in which said public ferries are located.

(5) To acquire by condemnation the right to flood private roads and shall have the right to flood public roads by paying to the county commissions of counties in which public roads are the cost of locating, laying out and opening other public roads in lieu of and to the same extent as the public roads flooded or intended to be flooded; but such corporation may appeal from the order of the county commission to the circuit court of the county within 30 days after the making of such order, by filing with the judge of probate of the county a written notice of appeal, and on such appeal the trial shall be de novo. Upon the payment of such corporation to the county commission of the sum fixed by such commission, together with the costs of the proceeding pending such appeal, and upon the execution of a bond in double the amount of such damages or amount so fixed, with good and sufficient sureties to pay such damages as the county may sustain, the corporation shall be entitled to flood the roads which are made the object of the proceeding; but such right shall not vest absolutely in such corporation until the final determination of the case and the payment or deposit in court of such damages or compensation as shall be adjudged.

(6) To acquire by condemnation ways and rights-of-way not exceeding a width of 100 feet for the total length of such rights-of-way upon which to erect tower, pole or wire lines for the manufacture, supply and sale of power produced by water as a motive force; but such corporation shall have no right without consent to construct and operate tower, pole and wire lines upon the right-of-way of any steam or electric railroad, telegraph or telephone company, except to cross the same, and such corporation shall have no right without consent to construct and operate tower, pole and wire lines upon the right-of-way of another corporation having the power to manufacture, supply and sell power, produced by water as a motive force, except to cross the same.

(7) To erect and operate tower, pole and wire lines across, along and on public roads, subject to the regulation of the county commissions of the counties in which said roads are located.

(8) To acquire by condemnation ways and rights-of-way, not exceeding a width of 100 feet, for the total length of such rights-of-way for the purpose of constructing earth, steam and electric roads for the transportation of material, equipment and supplies required or useful in the construction, operation and maintenance of the said dam and works incidental and necessary thereto.

(9) To clear and remove from rights-of-way and from lands likely and liable to be flooded all timber and other growth, and the right and authority to remove outside of said rights-of-way such timber as may injure or endanger by shading, falling or otherwise any of its works and for that purpose may acquire such timber by condemnation.

(10) Such corporations and public utility corporations shall have and exercise all the rights, powers and privileges now and hereafter conferred upon public utility corporations.

Any corporation which exercises any of the rights conferred by this article shall, after the completion of its works and plants, be under the duty and obligation to the public to manufacture and sell to the public electric current produced at its plants; and any corporation manufacturing, selling and supplying power, heat, light or electricity produced by water as a motive force under the provisions of this article must sell such power, heat, light or electricity to any person or persons, municipal or other corporations, in order in which requests or demands are made for such light, heat, power or electricity; provided, that nothing in this section shall be construed to require any such corporation to furnish light, heat, power or electricity to any person or persons, corporation or corporations, until satisfied of his or its financial responsibility, except in conformity with its reasonable rules and regulations and reasonable prices for the same and except as far as the capacity of its plant will permit.

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 Chapter 1A of Title 18; or, at the option of the condemning party, in the manner provided in any other statute conferring the power of eminent domain on public utility corporations.

Any dam erected in accordance with the provisions of this article shall be considered a dam authorized by the Legislature of this state at the particular site selected and of the specific height and dimensions determined upon.

This article shall be known and may be cited as the Revised Alabama Professional 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 with the provisions of this article; provided, however, that in the case of not-for-profit professional corporations, domestic or foreign, the provisions of the Alabama Nonprofit Corporation Act shall apply except to the extent such provisions are inconsistent with the provisions of this article.

As used in this article, unless the context otherwise requires, the term:

(1) PROFESSIONAL SERVICE. Any service which may lawfully be performed only pursuant to a license issued by a state court, state regulatory licensing board or other like agency pursuant to state laws.

(2) LICENSING AUTHORITY. The state court, state regulatory licensing board or other like agency which has the power to issue a license or other legal authorization to render professional services.

(3) DOMESTIC PROFESSIONAL CORPORATION. A corporation for profit or not-for-profit organized pursuant to the provisions of this article.

(4) FOREIGN PROFESSIONAL CORPORATION. A corporation or unincorporated association, for profit or not-for-profit, organized for the purpose of rendering professional services under a law other than the law of Alabama.

(5) QUALIFIED PERSON. With respect to any domestic professional corporation:

a. An individual who is authorized by law of Alabama or of any qualified state to render a professional service permitted by the articles of incorporation of such professional corporation;

b. A general partnership in which all the partners are qualified persons with respect to such corporation; and

c. A professional corporation, domestic or foreign, in which all the shareholders are qualified persons with respect to the professional corporation.

"Qualified person" does not include any person during any period in which such person's authorization to render professional services has been completely terminated or suspended.

(6) DISQUALIFIED PERSON. Any person who is not a qualified person.

(7) QUALIFIED STATE. Any state, (other than Alabama), or territory of the United States or the District of Columbia which allows individuals authorized to render professional services in Alabama and not in such other state, or partnerships of such individuals, or domestic professional corporations or professional associations owned by such individuals to own shares of professional corporations or to be members of professional associations organized under its laws.

Domestic professional corporations may be organized under this article only for the purpose of rendering professional services and services ancillary thereto within a single profession, except that, the same professional corporation or not-for-profit professional corporation may render both medical and dental services, provided that in the case of a professional corporation, at least one shareholder of such professional corporation is a duly licensed medical professional and at least one shareholder is a duly licensed dental professional at the time both services are rendered, and each shareholder is a duly licensed medical or dental professional, or, in the case of a not-for-profit professional corporation, all of the professional services rendered by such corporation are rendered by duly licensed medical professionals and duly licensed dental professionals.

(a) Any corporation whose articles of incorporation include as a stated purpose the performance of professional services may be incorporated under this article by stating in its articles of incorporation that it is incorporated under this article.

(b) A professional business corporation (other than a not-for-profit professional corporation) which is subject to this article shall cease being governed by this article and shall be governed by the Alabama Business Corporation Act, if it is a domestic corporation, if it amends its articles of incorporation to delete the statement that it is organized under this article, and conforms its articles to the Alabama Business Corporation Act and, if it is a foreign corporation, complies with the applicable provisions of the Alabama Business Corporation Act. A domestic not-for-profit professional corporation which is subject to this article shall cease being governed by this article and shall be governed by the Alabama Nonprofit Corporation Act, if it is a domestic corporation, if it amends its articles of incorporation to delete the statement that it is organized under this article, and conforms its articles to the Alabama Nonprofit Corporation Act and, if it is a foreign corporation, complies with the applicable provisions of the Alabama Nonprofit Corporation Act.

(c) Any corporation which is not subject to this article may become subject to this article, if it is a domestic corporation, by conforming its articles to this article.

(d) Any foreign professional corporation which renders professional services in Alabama shall be subject to this article.

(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 in the Alabama Business Corporation Act; provided, however, that if such professional corporation is a not-for-profit corporation, it shall have all the powers necessary or convenient to effectuate its purposes, including those enumerated in the Alabama Nonprofit Corporation Act.

(b) A domestic professional corporation shall not engage in any profession other than the profession permitted by its articles of incorporation, except that a domestic professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type investment.

A professional corporation, domestic or foreign, may render professional services in Alabama only through individuals permitted to render such services in Alabama; but nothing in this article shall be construed to require that any individual who is employed by a professional corporation be licensed to perform services for which no license is otherwise required or to prohibit the rendering of professional services by a licensed individual acting in his individual capacity, notwithstanding such individual may be a shareholder, member, director, officer, employee or agent of a professional corporation, domestic or foreign.

The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in Alabama:

(1) Shall contain the words "professional corporation" or the abbreviation "P.C."; provided, however, any such unincorporated professional association in existence on December 31, 1983, may continue to use the name "professional association" or the abbreviation "P.A.";

(2) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than the purposes contained in its articles of incorporation;

(3) Shall not be the same as, or deceptively similar to, the name of any domestic corporation or professional association existing under the laws of Alabama or any foreign corporation authorized to transact business in Alabama, or a name the exclusive right to which is, at the time, reserved in the manner provided in the Alabama Business Corporation Act, or the name of a corporation which has in effect a registration of its corporate name as provided in the Alabama Business Corporation Act except that this provision shall not apply if:

a. Such similarity results from the use in the corporate name of the personal names of its shareholders or former shareholders or of individuals who were associated with a predecessor entity or, in the case of a not-for-profit corporation, the use of the names of some or all of its members; or

b. The applicant files with the Secretary of State either of the following:

1. The written consent of such other corporation or holder of a reserved or registered name to use the same or deceptively similar name and one or more words are added to make such name distinguishable from such other name, or

2. A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in Alabama.

The name of a professional corporation, domestic or foreign, shall not be considered deceptively similar to that of another professional corporation if it is distinguished therefrom by a geographic designation;

(4) Shall otherwise conform to any rule promulgated by a licensing authority having jurisdiction of a professional service described in the articles of incorporation of such corporation.

(a) A domestic professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to qualified persons.

(b) Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of such profession, the licensing authority may, within its rule-making power, by rule further restrict, condition, or abridge the authority of domestic professional corporations to issue shares but no such rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time such rule becomes effective to become a disqualified person unless and to the extent specified by such licensing authority.

(c) A shareholder of a domestic professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the professional corporation only to qualified persons.

(d) Any issuance or transfer of shares in violation of this section shall be void, however, nothing contained herein shall prohibit the transfer of shares of a domestic professional corporation by operation of law or court decree.

(e) Nothing in this section shall require domestic not-for-profit professional corporations to issue shares. Such corporations may have members and all such members must be qualified persons. A licensing authority may, within its rule-making power, by rule further restrict, condition or abridge membership in domestic not-for-profit corporations, but no such rule shall, of itself, have the effect of causing a member of a domestic not-for-profit professional corporation at the time such rule becomes effective to become a disqualified person unless and to the extent specified by such licensing authority.

(a) Upon the death of a shareholder of a domestic professional corporation or if a shareholder of a domestic professional corporation becomes a disqualified person or if shares of a domestic professional corporation are transferred by operation of law or court decree to a disqualified person, the shares of such deceased shareholder or of such disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the domestic professional corporation to the extent of funds which may be legally made available for such purchase.

(b) If the price for such shares is not fixed by the articles of incorporation or bylaws of the domestic professional corporation or by private agreement, the domestic professional corporation, within six months after such death or 30 days after such disqualification or transfer, as the case may be, shall make a written offer to pay for such shares at a specified price deemed by such domestic professional corporation to be the fair value thereof as of the date of such death, disqualification or transfer. Such offer shall be given to the executor or administrator of the estate of a deceased shareholder or to the disqualified shareholder or transferee and shall be accompanied by a balance sheet of the domestic professional corporation, as of the latest available date and not more than 12 months prior to the making of such offer, and a profit and loss statement of such domestic professional corporation for the 12 months' period ended on the date of such balance sheet.

(c) If within 30 days after the date of such written offer from the domestic professional corporation the fair value of such shares is agreed upon between such disqualified person and the domestic professional corporation, payment therefor shall be made within 90 days, or such other period as the parties may fix by agreement, after the date of such offer, upon surrender of the certificate or certificates representing such shares. Upon payment of the agreed value the disqualified persons shall cease to have any interest in such shares.

(d) If within 30 days from the date of such written offer from the domestic professional corporation, the disqualified person and the domestic professional corporation do not so agree, then either party may commence a civil action in the circuit court in the county in Alabama where the registered office of the domestic professional corporation is located requesting that the fair value of such shares be found and determined. The disqualified person, wherever residing, shall be made a party to the proceeding as an action against his shares quasi in rem. Service shall be made in accordance with the rules of civil procedure. The disqualified person shall be entitled to judgment against the domestic professional corporation for the amount of the fair value of his shares as of the date of death, disqualification or transfer upon surrender to the domestic professional corporation of the certificate or certificates representing such shares. The court may, in its discretion, order that the judgment be paid in such installments and with such interest and on such terms as the court may determine. The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have such power and authority as shall be specified in the order of their appointment or an amendment thereof.

(e) The judgment shall include an allowance for interest at such rate as the court may find to be fair and equitable in all the circumstances, from the date of death, disqualification or transfer.

(f) The costs and expenses of any such proceeding shall be determined by the court and shall be assessed against the domestic professional corporation, but all or any part of such costs and expenses may be apportioned and assessed as the court may deem equitable against the disqualified person if the court shall find that the action of such disqualified person in failing to accept such offer was arbitrary or vexatious or not in good faith. Such expenses shall include reasonable compensation for and reasonable expenses of the appraisers and a reasonable attorney's fee but shall exclude the fees and expenses of counsel for and of experts employed by any party; but if the fair value of the shares as determined materially exceeds the amount which the domestic professional corporation offered to pay therefor, or if no offer was made, the court in its discretion may award to the disqualified person such sum as the court may determine to be reasonable compensation to any expert or experts employed by the disqualified person in the proceeding.

(g) If a purchase, redemption, or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within 12 months after the death of the deceased shareholder or 12 months after the disqualification or transfer, as the case may be, the domestic professional corporation shall forthwith cancel the shares on its books and the disqualified person shall have no further interest as a shareholder in the domestic professional corporation other than his right to payment for such shares under this section.

(h) Shares acquired by a domestic professional corporation pursuant to payment of the agreed value therefor or to payment of the judgment entered therefor, as in this section provided, may be held, cancelled or disposed of by such domestic professional corporation as in the case of other treasury shares.

(i) This section shall not be deemed to require the purchase of shares of a disqualified person where the period of such disqualification is for less than 12 months from the date of disqualification or transfer.

(j) Any provision regarding purchase, redemption or transfer of shares of a domestic professional corporation contained in the articles of incorporation, bylaws or any private agreement shall be specifically enforceable in the courts of Alabama.

(k) Nothing herein contained shall prevent or relieve a domestic professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.

(l) A domestic professional corporation may purchase its own shares from a disqualified person without regard to the availability of capital or surplus for such purchase; however, no purchase of or payment for such shares shall be made at a time when the domestic professional corporation is insolvent or when such purchase or payment would make it insolvent.

(m) The foregoing provisions of this section shall not apply to a domestic not-for-profit professional corporation. Any member of such a corporation who becomes a disqualified person must cease being a member not more than 12 months after the date of disqualification, if he is then a disqualified person.

(a) Every individual who renders professional services as an employee of a domestic or professional corporation shall be liable for any negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered such services as a sole practitioner.

(b) The personal liability of a shareholder, employee, director or officer of a domestic professional corporation (other than a not-for-profit corporation) shall be no greater in any respect than that of a shareholder, employee, director or officer of a corporation organized under the Alabama Business Corporation Act.

(c) The personal liability of a member, employee, director, or officer of a domestic not-for-profit professional corporation shall be no greater in any respect than that of a member, employee, director, or officer of a corporation organized under the Alabama Nonprofit Corporation Act.

(d) The personal liability of a shareholder, member, employee, director, or officer of a foreign professional corporation shall be determined under the law of the jurisdiction in which it is organized.

(a) The relationship between an individual performing professional services as an employee of a professional corporation, domestic or foreign, and a client or patient shall be the same as if the individual performed such services as a sole practitioner.

(b) The relationship between a professional corporation, domestic or foreign, performing professional services and the client or patient shall be the same as between the client or patient and the individual performing the services.

(c) Any privilege applicable to communications between a person rendering professional services and the person receiving such services recognized under the laws of Alabama, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation, domestic or foreign, and its employees in all cases in which it would be applicable to communications between an individual rendering such professional services and a person receiving such services.

A voting trust with respect to shares of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that a voting trust may be validly continued for a period of 12 months after the death of a deceased beneficiary or after a beneficiary has become a disqualified person.

At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the corporation; provided, however, that the foregoing restriction shall not apply for a period of 12 months after the death of the sole shareholder of a domestic professional corporation.

Administrators, executors, guardians, conservators, or receivers of the estates of shareholders of a domestic professional corporation who hold all of the outstanding shares of the corporation may amend the articles of incorporation by signing a written consent to such amendment. Articles of amendment so adopted shall be executed in duplicate by the domestic professional corporation by such administrators, executors, guardians, conservators, or receivers and by the secretary or assistant secretary of the domestic professional corporation, and verified by one of the persons signing such articles, and shall be filed with the probate judge of the county in which such corporation's articles of incorporation were filed. Such articles of amendment shall set forth:

(1) The name of the corporation;

(2) The amendments so adopted;

(3) The date of adoption of the amendments by the administrators, executors, guardians, conservators, or receivers;

(4) A statement that the administrators, executors, guardians, conservators or receivers, own all the outstanding shares.

(a) A domestic professional corporation may merge or consolidate with another corporation, or professional corporation, domestic or foreign. Upon such merger or consolidation if the surviving or new corporation, as the case may be, is to render professional services in Alabama, it shall comply with the provisions of this article.

(b) An unincorporated professional association organized under Title 10, Chapter 10, may merge or consolidate with a professional corporation organized under this article. In such merger, the procedure specified in Article 5 of Title 10, Chapter 2A, shall apply, provided that:

(1) The surviving corporation shall be a domestic professional corporation,

(2) The following terms, when used in said Article 5 to refer to an unincorporated professional association, shall have the following meanings:

a. "Board of directors" shall mean "board of governors,"

b. "Corporation" shall mean "unincorporated association,"

c. "Shares or securities" in the case of an unincorporated professional association which is a nonstock organization, shall mean the undivided interests of the members in the assets of the association,

d. "Shareholder" in the case of an unincorporated association which is a nonstock organization, shall mean "member."

(3) The plan of merger or plan of consolidation shall be approved by a vote of two thirds of the members of the professional association.

The Attorney General may institute proceedings to involuntarily dissolve a domestic professional corporation under Article 7 of Chapter 2A of this title, or, in the case of a domestic not-for-profit corporation, to involuntarily dissolve it under the provisions of the Alabama Nonprofit Corporation Act. A licensing authority may request that the Attorney General institute such proceedings.

(a) A foreign professional corporation shall be entitled to procure a certificate of authority to render professional services in Alabama only if:

(1) A professional corporation incorporated under this article would be allowed to procure a certificate of authority or equivalent authorization to render professional services in the state under whose laws the foreign professional corporation is organized;

(2) The foreign professional corporation meets the requirements of Section 10-4-383 of this article;

(3) The foreign professional corporation designates the Alabama licensed individual or individuals through whom it will render professional services in Alabama and such individual or individuals are not, at time of such designation, so designated by any other foreign professional corporation;

(4) The name of the foreign professional corporation meets the requirements of Section 10-4-387 of this article, provided that the foreign professional corporation can meet the requirements of paragraph (1) of said Section 10-4-387 by adding at the end of its name, for use in Alabama, the words "professional corporation" or the abbreviation "P.C."; and

(5) All the shareholders (or all the members, in the case of a not-for-profit corporation which has members), at least one director and the president of the foreign professional corporation are licensed in at least one state or territory of the United States or the District of Columbia to render the professional services which the foreign professional corporation would render in Alabama.

(6) The foreign professional corporation includes in its application a statement acknowledging that it will be subject to the jurisdiction of the Alabama regulatory and licensing authorities with respect to any professional services rendered to clients or patients in Alabama.

(b) No foreign professional corporation shall maintain an office in Alabama for the conduct of business or professional practice until it has obtained a certificate of authority to render professional services in Alabama.

The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the corporation fails to comply with any provision of this article applicable to it. Each licensing authority in Alabama shall certify to the Secretary of State, from time to time, the names of all foreign professional corporations which have given cause for revocation as provided in this article, together with the facts pertinent thereto. Whenever a licensing authority shall certify the name of a foreign professional corporation to the Secretary of State as having given cause for revocation, the licensing authority shall concurrently mail to the corporation at its registered office in Alabama notice that such certification has been made. No certificate of authority of a foreign professional corporation shall be revoked by the Secretary of State unless he shall have given the corporation not less than 60 days' notice thereof and the corporation shall fail prior to revocation to correct such noncompliance.

(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, in addition to the items required by Section 10-2A-260:

(1) A statement that all the shareholders, at least one director, and the president of the corporation are qualified persons with respect to the corporation, and

(2) In the case of a foreign professional corporation, the name or names of the Alabama licensed professional or professionals through whom the foreign professional corporation will render professional services in Alabama.

(b) Financial information contained in the annual report of a professional corporation, other than the amount of stated capital of the corporation, shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event such information is required for evidence in any criminal proceedings or in any other action by the State of Alabama.

A corporation sole under this article shall have the following powers:

(1) To have succession by its corporate name perpetually;

(2) To sue and be sued and defend;

(3) To make and use a corporate seal and alter the same at pleasure;

(4) To receive, take and hold, by sale, gift, lease, devise or otherwise, real and personal estate of every description for charitable, educational, burial, religious and church purposes and to manage and dispose of the same by any form of legal conveyance or transfer with full power and authority to borrow money and to convey by mortgage deed;

(5) To acquire, hold, purchase, receive by bequest or devise and to convey or otherwise dispose of all such real, personal and mixed property as may be necessary or convenient for the construction, operation or maintenance of the diocesan enterprises or for the conduct or management of the business or businesses of the diocese of such bishop, or as the purposes of such bishop may require, and all other real, personal or mixed property which shall have been bona fide conveyed, transferred, pledged or mortgaged to the corporation by way of security for, or in, satisfaction of debts or purchased at sale under judgment obtained for such debts;

(6) To borrow money, issue notes, bonds or other negotiable paper or mortgage, pledge or otherwise transfer or convey its real, personal and mixed property to secure the payment of money borrowed or any debt contracted;

(7) To appoint and employ such officers and agents as the business of the corporation may require;

(8) To wind up and dissolve itself or be wound up and dissolved in the manner in this article provided;

(9) To establish and maintain churches, schools, orphanages, hospitals and religious or benevolent institutions and to undertake and execute all business enterprises that the work of the diocese shall require;

(10) To undertake, execute and carry on religious or diocesan charities, works, institutions, business or enterprises in other states or foreign countries and to acquire, hold, transfer, mortgage and convey, real, personal or mixed property in such states and foreign countries; and

(11) To subscribe for, acquire, hold and dispose of the stock, bonds or other evidence of indebtedness of any other corporation of this or any other state or foreign countries and, while owner thereof, to exercise the rights, privileges and powers of ownership, including the right to vote.

Whenever 10 or more ministers of the gospel or of any other religious faith or denomination desire to be legally formed into a body corporate, they shall file with the Secretary of State a declaration in writing, signed by them, setting forth the corporate name they desire to have, the name of the denomination or branch of the church of God with which they are in affiliation and to whose rules and articles of belief they conform, and shall pay the Secretary of State a fee of $10.00, whereupon the Secretary of State, in the name of the State of Alabama, shall issue a certificate of incorporation or charter to said corporation.

(a) Each licensing authority of Alabama may propound to any professional corporation, domestic or foreign, organized to practice a profession within the jurisdiction of such licensing authority, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the licensing authority to ascertain whether such corporation has complied with all the provisions of this article applicable to such professional corporation. Such interrogatories shall be answered within 30 days after the mailing thereof, or within such additional time as shall be fixed by the licensing authority, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by him, and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary thereof. The licensing authority shall certify to the Attorney General, for such action as the Attorney General may deem appropriate, all interrogatories and answers thereto which disclosed a violation of any of the provisions of this article.

(b) Interrogatories propounded by a licensing authority and the answers thereto shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by the State of Alabama.

(a) Each officer and director of a professional corporation, domestic or foreign, who signs any articles, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdiction which is known to such officer or director to be false in any material respect, shall be deemed to be guilty of a Class C misdemeanor.

(b) If any professional corporation, domestic or foreign, or individual shall fail to answer interrogatories directed to such professional corporation or to such individual under Section 10-4-400 of this article, the licensing authority which propounded such interrogatories may seek an order from the circuit court compelling an answer.

(a) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule or regulation pertaining to standards of professional conduct.

(b) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this article on any professional corporation, domestic or foreign, within the jurisdiction of the licensing authority.

(a) The provisions of this article shall apply to all existing corporations organized under Article 11 of Chapter 4, Title 10; provided, that any professional corporation, or not-for-profit corporation, in existence on December 31, 1983, in which duly licensed medical and dental professionals are shareholders, or in the case of a not-for-profit professional corporation, render medical and dental services, shall be deemed to be in compliance with Sections 10-4-383 and 10-4-385, as amended, and other applicable provisions of the Revised Professional Corporation Act. The repeal of a prior act by this article shall not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in Alabama to continue to do so without again qualifying to render professional services in Alabama.

(b) Any unincorporated professional association organized under Title 10, Chapter 10, may become subject to the provisions of this article by amending its articles of association as articles of incorporation in compliance with this article, and filing duly executed duplicate originals of such articles of incorporation with the probate judge of the county in which its articles of association were filed.

(c) Any domestic not-for-profit corporation rendering professional services may become subject to the provisions of this article by amending its articles of incorporation in compliance with this article and filing duly executed duplicate originals of such articles with the probate judge of the county in which its articles of incorporation were filed.

(d) The provisions of this article shall not apply to any unincorporated professional association now in existence under Title 10, Chapter 10, or to any domestic not-for-profit corporation rendering professional services unless such association or not-for-profit corporation voluntarily becomes subject to this article as herein provided, and nothing contained in this article shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any other form of business organization.

The Legislature shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations subject to the provisions of this article, and the Legislature shall have power to amend, repeal or modify this article at pleasure.

The repeal of a prior act by this article shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof.

Title 10, Chapter 10 shall only apply to unincorporated associations organized before January 1, 1984.

All corporations formed under the provisions of this article shall have and exercise these powers:

(1) To have perpetual succession by its corporate name;

(2) To take and grant property, to contract obligations and to sue and be sued by its corporate name;

(3) To buy lands and other property, to receive grants of privileges and immunities and hold the same for the benefit of its members and their successors;

(4) To receive gifts and grants in trust for the advancement of the religion or faith with which the corporation affiliates and education, and to execute such trusts;

(5) To lend any fund belonging to the corporation, or held by it in trust, and take security therefor, in bond with sureties, in pledges of personalty or in mortgages of property;

(6) To have a corporate seal;

(7) To make bylaws for the government of the corporation in conformity with the general laws and usage of that branch of the Christian church or of any other religious faith or denomination with which it affiliates;

(8) To prescribe the number and qualifications of its members and expel the same for cause; and

(9) To appoint and remove its officers and require bonds of such of its officers or agents, as it may deem proper.

Any annual conference that has heretofore been incorporated by an act of the Legislature of Alabama and desires to change its name or any corporation created under this article desiring to change its name may file with the Secretary of State a declaration in writing, showing the proposed amendment, and must pay the Secretary of State a fee of $10.00, whereupon the Secretary of State shall issue to said corporation a charter in its new name.

Whenever any annual conference has heretofore been organized according to the law of any branch of the Christian church or of any other religious faith or denomination but has not been incorporated, or the act of incorporation is for any reason believed to be defective or does not confer the powers necessary for the purpose of such body, the said conference may become a body corporate under this article as the successor of said unincorporated or defectively incorporated body by incorporating in the declaration prescribed in Section 10-4-40 the name of the body it desires to succeed; and upon the granting of a charter under this article, it shall be taken and held by the body or bodies named in such declaration and shall take and hold all the property, rights and privileges of its predecessor as fully as though they had been granted to the succeeding corporation.

When a bishop has become a corporation sole pursuant to this article, each of his successors in his bishopric shall succeed him in said corporation upon making and filing with the Secretary of State his application for a certificate of succession setting forth:

(1) His succession; and

(2) An abstract in English of the substance of the commission, instrument or document evidencing his right to the succession, and the date and place of his consecration and induction into office, which certificate shall be subscribed, sworn to and certified as provided for in the original application for incorporation.

Upon the issue of a certificate of succession as provided for in this section, the successor shall be clothed with all the authority and power of the original incorporator.

A bishop who has become a corporation sole pursuant to this article shall be authorized to appoint an administrator to act for such corporation during such time as the bishopric shall for any reason be vacant. In the event a vacancy should occur in such bishopric and no administrator shall have been appointed, then the ecclesiastical authority to whom such bishop is spiritually subject shall have authority to appoint such administrator. An appointment of an administrator shall be in writing, signed by the maker, attested by at least two witnesses and acknowledged or proved, as provided for conveyances of land in this state. Upon the occurrence of a vacancy, the administrator may file in the office of the Secretary of State his application for certificate of administratorship, setting forth the vacancy and his appointment, which application shall be subscribed, sworn to and certified like the original application for incorporation, and shall attach thereto and file therewith his appointment and the acknowledgment or proof thereof. Upon the filing of an application of an administrator or of a successor in a corporation sole, the Secretary of State shall record the same in an appropriate book of record in his office and shall issue to the applicant a certificate of administratorship or successorship, as the case may be, under the seal of the state and shall record the same with the application therefor. From the issue of the certificate of administratorship, and until the certificate of succession has issued, the administrator shall be authorized to act for said corporation in the place of the bishop. As soon as the certificate of succession provided for in Section 10-4-5 is issued, such administrator shall account for his administration and turn over all the corporation's property to the successor.

State conventions or state associations of churches, generally known as congregational churches, which have been heretofore incorporated under any general or special law of the state or which may be hereafter incorporated under any general law of this state, shall have and are invested with the following powers in addition to the powers heretofore conferred upon such corporations by general law or special acts of the Legislature. Such incorporated conventions or associations may:

(1) In their corporate capacity, act in the intervals between state conventions by, and through, trustees, directors or governing boards by whatever name called or designated;

(2) Through its constitution and bylaws or by resolution adopted by the convention confer upon such trustees, directors or governing boards the power to do any and all acts and exercise any and all corporate powers conferred upon them by the convention which the convention itself might be permitted to exercise under its charter in accordance with the law while in session;

(3) Borrow money, execute notes and bonds therefor and secure the payment of the same by mortgage or pledge of any of its funds, securities or property;

(4) If it sees fit to do so, authorize the incorporation of a holding company or foundation through which it may transact all or any part of its financial affairs;

(5) Receive, purchase, own, possess, buy and sell any and all necessary property, real, personal and mixed, as shall be needful for its uses in the conduct of religious, educational and charitable work;

(6) Accept gifts, donations, pledges, moneys and other properties to any extent, and to any amount; and

(7) So long as its properties are exclusively devoted to religious, educational, and charitable purposes, the same shall be exempt from all state, county, municipal and other taxes.

Such incorporated conventions or associations, as well as sectional or national conventions or associations of such churches incorporated under the laws of any state, may establish schools, colleges, universities, hospitals, orphanages or training courses for the ministry, missions, medical, sanitary and other benevolent work, either directly or by authorizing boards of directors to be by said convention appointed, from time to time, to incorporate under general laws as a separate but subsidiary corporation. Any religious, educational or charitable association or institution so established by said convention, whether separately incorporated or not, shall always be under the complete control and ownership of said conventions or of boards of trustees or directors now appointed, or hereafter from time to time appointed by said conventions, and may donate and convey property to them.

All such conventions or associations, heretofore incorporated under general or special laws or hereafter organized under general laws, shall have perpetual existence, and may hereafter do and perform any and all acts pertaining to the spread and propagation of the gospel, the furtherance of education and the doing of all acts of charity and benevolence that any unincorporated convention of natural persons shall be permitted lawfully to do under the laws of the state now in force or that may hereafter be enacted.

Any such incorporated convention or association, heretofore organized under any general or special law or that may be hereafter under general laws organized, shall not lose its corporate existence by reason of failure to elect or appoint trustees or boards of directors, and the charter of all such conventions and associations as were functioning and in operation on February 14, 1923, are confirmed, whether or not the organization may have been conducted in strict accordance with its charter, and all charters of such corporations legally existing on February 14, 1923, are hereby ratified and confirmed.

Any corporation sole under this article may be dissolved by the bishop who constitutes said corporation filing with the Secretary of State his application therefor, which shall be subscribed, sworn to and certified as in the case of an application for incorporation. Upon the filing of such certificate, the corporation shall cease, and all its property rights and liabilities shall pass to such bishop, but no bishop shall be responsible for liabilities of a dissolved corporation in any greater sum than the value of property of such corporation which may come into his possession upon its dissolution. The Secretary of State shall record the application for dissolution and shall make and issue to the bishop, under the seal of the state, his certificate that the corporation is dissolved and shall record this certificate with the application for dissolution.

Upon the presentation to the Secretary of State of any application provided for in this article, the applicant shall pay to the Secretary of State $.15 for each 100 words to be recorded and $2.50 for each certificate to be issued by the Secretary of State. No application need be received until such fees are paid.

(a) Any educational institution heretofore incorporated under special act of the Legislature or under the general laws of the state may amend its charter as follows:

(1) The trustees of the corporation must adopt a resolution embracing the desired amendment of the charter, which must be spread upon the minutes of such trustees;

(2) If the trustees are not self-perpetuating, but are appointed or elected by any persons or organization other than the trustees themselves, a resolution embracing the desired amendments to the charter shall be submitted to the persons or organization having the power to elect or appoint the trustees, and such resolution shall be approved by the persons or organization having the power to elect or appoint the trustees;

(3) The resolution must then be submitted to the Governor, together with the approval of the persons or organization having the power to appoint or elect the trustees, and if the amendment is approved by the Governor, he shall endorse his approval upon such resolution; and

(4) It must then be filed in the Office of the Secretary of State, and when so approved and filed, it shall become a part of the original charter of such institution.

(b) The amendment of the charter provided for in this section may include a change of name, power to confer degrees and grant diplomas, to hold real and personal property, to borrow money, mortgage or pledge property of the corporation, to change the number of trustees and the manner of appointing or electing the same; but if authorized to mortgage property and stock is owned in said institution, it must be only upon the consent of the holders of three fourths in value of the capital stock of such corporation, which must be expressed in writing and recorded as a deed or mortgage and executed in the form required for deeds, mortgages or other conveyances.

(c) Before filing the amendment in the Office of the Secretary of State, the trustees must pay to the Secretary of State a fee of $25.00, which shall be paid into the treasury.

(d) Upon the approval, filing and payment of fees for such amendment, as provided for in this section, the payment to the Secretary of State of the fee of $.15 per 100 words and an additional fee of $1.00, the Secretary of State shall issue to such trustees a certified copy of such amendment under the seal of the state.

When a corporation organized under the laws of Alabama for educational purposes, which corporation has issued shares of stock, whether or not the charter or laws of Alabama authorized the issue of stock, and which has ceased to engage in the business for which it was organized has sold all or any part of its property, the proceeds of such sale or sales remaining after the payment of all the debts of the corporation may be distributed pro rata among the holders of the stock issued and outstanding.

(a) Where the charter of any educational corporation organized under the laws of this state, general or special, provides for the issuance of stock and such stockholders are unknown or where the amount or number of shares are unknown, the property of such corporation may be disposed of as follows: The acting trustees or directors having peaceable charge of the business and property of said corporation, whether legally elected or not, may contract to sell or otherwise dispose of the property of such corporation in such manner as they may deem best to carry out the purpose of said corporation, which action must be concurred in by a majority of such acting trustees or directors.

(b) Within 30 days after making such contract or agreement, such trustees or directors shall cause to be filed in the name of such corporation, in the circuit court of the county in which such property or the principal part thereof is situated, a petition in writing, verified by affidavit, setting forth the purposes of such corporation and that the stockholders are unknown or that the amount or number of shares are unknown, setting out the sale or disposition contemplated and that, in the judgment of such trustees or a majority of them, such disposition is best to carry out the purposes of said corporation. If any of such stockholders are known, such petition shall also set out their names and residence if known.

(c) On the filing of such petition, the register or clerk shall cause publication to be made as to such unknown or nonresident stockholders as provided by law for publication as to nonresidents on the filing of complaints, he shall issue a summons to all resident stockholders named in the petition, which shall be served as other summons and the same proceedings had as to all the known stockholders named in the petition as provided for complaints.

(d) Within the time allowed for pleading to complaints, any known or unknown stockholder may come in and propound his claim and contest such disposition if he deems proper, and such petition shall be heard as other complaints, and such disposition confirmed or set aside, or such disposition made, of such property as the equities of the case may require.

(e) If such petition is not contested within the time allowed for pleading to complaints, the same may be submitted to the judge on affidavits and the charter of said corporation, or a certified copy thereof, and he may enter an order thereon ratifying such sale or disposition, or modifying the same and prescribing such terms and restrictions as he may deem best for carrying out the purposes of such corporation and authorizing a conveyance of such property by such trustees or the president and secretary of said board, which shall convey to the grantee all the title of said corporation or of any stockholder thereof in said property subject to the restrictions contained in such order or he may refuse to ratify such disposition.

(f) If any money is paid under such order, the same shall be paid to the register or clerk to be distributed under the orders of the court to the parties entitled thereto on proper proof.

(g) Any party contesting such petition may, at any time within 42 days after the entry of such order, prosecute an appeal to the Supreme Court as on final judgments in accordance with the Alabama Rules of Appellate Procedure, and such appeal may also be taken by such acting trustees or directors in the name of such corporation.

Any record kept or certificate issued in pursuance of this article, or a copy of any such record certified to be true by the legal custodian thereof, shall be received in evidence in all courts and shall be prima facie evidence of the facts therein recited or thereby shown.