Usa Alabama

USA Statutes : alabama
Title : Title 10 CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS.
Chapter : Chapter 3A NONPROFIT CORPORATIONS.
Section 10-3A-1

Section 10-3A-1
Short title.

This chapter shall be known and may be cited as the "Alabama Nonprofit Corporation Act."



(Acts 1984, No. 84-290, p. 502, §1.)Section 10-3A-100

Section 10-3A-100
Procedure for merger.

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

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

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

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

(3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.

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



(Acts 1984, No. 84-290, p. 502, §41.)Section 10-3A-101

Section 10-3A-101
Procedure for consolidation.

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

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

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

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

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

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



(Acts 1984, No. 84-290, p. 502, §42.)Section 10-3A-102

Section 10-3A-102
Approval of merger or consolidation.

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

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

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

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



(Acts 1984, No. 84-290, p. 502, §43.)Section 10-3A-103

Section 10-3A-103
Articles of merger or consolidation.

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

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

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

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

(4) As to each corporation incorporated under the law of Alabama, the county in which its articles of incorporation or other comparable charter document is filed.

(b) The articles of merger or articles of consolidation, two copies thereof and such additional number of copies as may be required for purposes of this section, shall be delivered to the Secretary of State. If the Secretary of State finds that such articles conform to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the articles and on each of such copies the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the articles in his office and certify the copies thereof.

(3) Issue a certificate of merger or a certificate of consolidation to which he shall affix one certified copy of the articles, and return such certificate of merger or certificate of consolidation together with the certified copy of the articles affixed thereto to the surviving or new corporation, as the case may be, or its representative.

(4) Promptly transmit a certified copy of the articles of merger or articles of consolidation together with a copy of the certificate of merger or certificate of consolidation to the probate judge of the county in which each of the corporations' articles of incorporation or other comparable charter document is filed, there to be recorded in a book to be kept for that purpose.



(Acts 1984, No. 84-290, p. 502, §44.)Section 10-3A-104

Section 10-3A-104
Effect of merger or consolidation.

(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the Secretary of State, the merger or consolidation shall be effected.

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

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

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

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

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

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

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



(Acts 1984, No. 84-290, p. 502, §45.)Section 10-3A-105

Section 10-3A-105
Merger or consolidation of domestic and foreign corporations.

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

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

(2) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to conduct affairs in Alabama, and in every case it shall file with the Secretary of State of Alabama (i) an agreement that it may be served with process in Alabama in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and (ii) an irrevocable appointment of the Secretary of State of Alabama as its agent to accept service of process in any such proceeding.

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

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



(Acts 1984, No. 84-290, p. 502, §46.)Section 10-3A-120

Section 10-3A-120
Sale, lease, exchange, or mortgage of assets.

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

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

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



(Acts 1984, No. 84-290, p. 502, §47.)Section 10-3A-140

Section 10-3A-140
Voluntary dissolution.

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

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

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

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

(1) The name of the corporation.

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

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

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

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

(c) The statement of intent to dissolve shall be delivered to the probate judge. If the probate judge finds that such statement conforms to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the statement of intent to dissolve the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the statement of intent to dissolve in his office.

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



(Acts 1984, No. 84-290, p. 502, §48.)Section 10-3A-141

Section 10-3A-141
Distribution of assets.

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

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

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

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

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

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



(Acts 1984, No. 84-290, p. 502, §49.)Section 10-3A-142

Section 10-3A-142
Plan of distribution.

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

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

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



(Acts 1984, No. 84-290, p. 502, §50.)Section 10-3A-143

Section 10-3A-143
Revocation of voluntary dissolution proceedings.

(a) A corporation may, at any time prior to the issuance of a certificate of dissolution by the probate judge, revoke the action theretofore taken to dissolve the corporation, in the following manner:

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

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

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

(1) The name of the corporation.

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

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

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

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

(c) The statement of revocation of voluntary dissolution proceedings shall be delivered to the probate judge. If the probate judge finds that such statement conforms to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the statement of revocation of voluntary dissolution proceedings the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the statement of revocation of voluntary dissolution proceedings in his office.

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



(Acts 1984, No. 84-290, p. 502, §51.)Section 10-3A-144

Section 10-3A-144
Articles of dissolution.

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

(1) The name of the corporation.

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

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

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

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

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



(Acts 1984, No. 84-290, p. 502, §52.)Section 10-3A-145

Section 10-3A-145
Filing of articles of dissolution.

(a) The articles of dissolution and two copies thereof shall be delivered to the probate judge. If the probate judge finds that such articles of dissolution conform to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the articles of dissolution and on each of such copies the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the articles of dissolution in his office and certify the two copies thereof.

(3) Issue a certificate of dissolution to which he shall affix a certified copy of the articles of dissolution, and return such certificate of dissolution with a certified copy of the articles of dissolution affixed thereto to the representative of the dissolved corporation.

(4) Within 10 days after the issuance of the certificate of dissolution, transmit to the Secretary of State a certificate of dissolution with a certified copy of the articles of dissolution attached thereto, indicating thereon the place, date and time of filing of such statement.

(b) For failure of the probate judge to comply with the requirements of subsection (a)(4) of this section, the probate judge shall forfeit $50.00 to the State of Alabama to be recovered in an action by the State of Alabama.

(c) Upon the issuance of such certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in this chapter.



(Acts 1984, No. 84-290, p. 502, §53.)Section 10-3A-146

Section 10-3A-146
Involuntary dissolution.

A corporation may be dissolved involuntarily by an order of the circuit court of the county in which the registered office of the corporation is situated in an action filed by the Attorney General when it is established that:

(1) The corporation procured its articles of incorporation through fraud;

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

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

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



(Acts 1984, No. 84-290, p. 502, §54.)Section 10-3A-147

Section 10-3A-147
Notification to Attorney General.

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



(Acts 1984, No. 84-290, p. 502, §55.)Section 10-3A-148

Section 10-3A-148
Venue and process.

Every action for the involuntary dissolution of a corporation shall be commenced by the Attorney General in the circuit court of the county in which the registered office of the corporation is situated. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of such action, the title of the court, the title of the action, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of such notice to be mailed to the corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the last publication of such notice.



(Acts 1984, No. 84-290, p. 502, §56.)Section 10-3A-149

Section 10-3A-149
Jurisdiction of court to liquidate assets and affairs of corporation.

(a) The circuit court of the county in which the registered office of the corporation is situated shall have full power to liquidate the assets and affairs of a corporation:

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

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

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

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

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

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

(2) In an action by a creditor:

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

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

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

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

(b) Proceedings under this section shall be brought in the county in which the registered office of the corporation is situated.

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



(Acts 1984, No. 84-290, p. 502, §57.)Section 10-3A-150

Section 10-3A-150
Procedure in liquidation of corporation by court.

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

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

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

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

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

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

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

(5) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or when no plan of distribution has been adopted, as the court may direct.

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

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



(Acts 1984, No. 84-290, p. 502, §58.)Section 10-3A-151

Section 10-3A-151
Qualification of receivers.

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



(Acts 1984, No. 84-290, p. 502, §59.)Section 10-3A-152

Section 10-3A-152
Filing of claims in liquidation proceedings.

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



(Acts 1984, No. 84-290, p. 502, §60.)Section 10-3A-153

Section 10-3A-153
Discontinuance of liquidation proceedings.

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



(Acts 1984, No. 84-290, p. 502, §61.)Section 10-3A-154

Section 10-3A-154
Order of involuntary dissolution.

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



(Acts 1984, No. 84-290, p. 502, §62.)Section 10-3A-155

Section 10-3A-155
Filing of order of dissolution.

In case the court shall enter an order dissolving a corporation, it shall be the duty of such court to cause a certified copy of the order to be filed with the probate judge in the county in which the articles of incorporation were filed and with the Secretary of State. No fee shall be charged by the probate judge or the Secretary of State for the filing thereof.



(Acts 1984, No. 84-290, p. 502, §63.)Section 10-3A-156

Section 10-3A-156
Deposits with State Treasurer.

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



(Acts 1984, No. 84-290, p. 502, §64.)Section 10-3A-157

Section 10-3A-157
Survival of remedy after dissolution.

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



(Acts 1984, No. 84-290, p. 502, §65.)Section 10-3A-170

Section 10-3A-170
Admission of foreign corporation.

No foreign corporation shall have the right to conduct affairs in Alabama until it shall have procured a certificate of authority to do so from the Secretary of State. No foreign corporation shall be entitled to procure a certificate of authority under this chapter to conduct in Alabama any affairs which a corporation organized under this chapter is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority because the laws of the state or country under which such corporation is organized and its internal affairs are governed differ from the laws of Alabama, and nothing in this chapter shall be construed to authorize Alabama to regulate the organization or the internal affairs of such corporation.



(Acts 1984, No. 84-290, p. 502, §66.)Section 10-3A-171

Section 10-3A-171
Powers of foreign corporation.

A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this chapter, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authority is issued; and, except as otherwise provided in this chapter, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.



(Acts 1984, No. 84-290, p. 502, §67.)Section 10-3A-172

Section 10-3A-172
Corporate name of foreign corporation.

The corporate name of a foreign corporation:

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

(2) Shall not be the same as, or deceptively similar to, the name of any corporation, whether for profit or not for profit, existing under the laws of Alabama, or any foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in Alabama, or a corporate name reserved or registered as permitted by the laws of Alabama.

(3) Shall be transliterated into letters of the English alphabet, if it is not in English.



(Acts 1984, No. 84-290, p. 502, §68.)Section 10-3A-173

Section 10-3A-173
Application for certificate of authority.

(a) A foreign corporation, in order to procure a certificate of authority to conduct affairs in Alabama, shall make application therefor to the Secretary of State, which application shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated.

(2) The date of incorporation and the period of duration of the corporation.

(3) The address of the principal office of the corporation in the state or country under the laws of which it is incorporated.

(4) The location and mailing address of the proposed registered office of the corporation in Alabama, and the name of its proposed registered agent in Alabama at such address.

(5) The purpose or purposes the corporation proposes to pursue in conducting its affairs in Alabama.

(6) The names and respective addresses of the directors and officers of the corporation.

(7) Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine whether such corporation is entitled to a certificate of authority to conduct affairs in Alabama.

(b) Such application shall be made on forms prescribed and furnished by the Secretary of State and shall be executed in duplicate for the corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing such application.



(Acts 1984, No. 84-290, p. 502, §69.)Section 10-3A-174

Section 10-3A-174
Filing of application for certificate of authority.

(a) The application of the foreign corporation for a certificate of authority and one copy thereof shall be delivered to the Secretary of State, together with a certified copy of its articles of incorporation and all amendments thereto.

(b) If the Secretary of State finds that such application conforms to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on such application and on the copy thereof the word "filed," and the hour, day, month and year of the filing thereof.

(2) File in his office the application and the certified copy of the articles of incorporation and amendments thereto and certify the copy of such application.

(3) Issue a certificate of authority to conduct affairs in Alabama to which he shall affix the certified copy of the application, and return such certificate of authority with the certified copy of the application affixed thereto to the corporation or its representative.



(Acts 1984, No. 84-290, p. 502, §70.)Section 10-3A-175

Section 10-3A-175
Effect of certificate of authority.

Upon the issuance of a certificate of authority by the Secretary of State, the corporation shall be authorized to conduct affairs in Alabama for those purposes set forth in its application, subject, however, to the right of Alabama to suspend or to revoke such authority as provided in this chapter.



(Acts 1984, No. 84-290, p. 502, §71.)Section 10-3A-176

Section 10-3A-176
Registered office and registered agent of foreign corporation.

Each foreign corporation authorized to conduct affairs in Alabama shall have and continuously maintain in Alabama:

(1) A registered office which may be, but need not be, the same as its principal office.

(2) A registered agent, which agent may be either an individual resident in Alabama whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in Alabama, having an office identical with such registered office.

(3) The Secretary of State shall keep an alphabetical list of foreign corporations, whose articles of incorporation and applications for certificate of authority are filed in said office, together with the data contained in such documents.



(Acts 1984, No. 84-290, p. 502, §72.)Section 10-3A-177

Section 10-3A-177
Change of registered office or registered agent of foreign corporation.

(a) A foreign corporation authorized to conduct affairs in Alabama may change its registered office or change its registered agent, or both, upon filing in the office of the Secretary of State a statement setting forth:

(1) The name of the corporation.

(2) The location and mailing address of its then registered office.

(3) If the location or mailing address of its registered office is changed, the location or mailing address to which the registered office is to be changed.

(4) The name of its registered agent.

(5) If its registered agent is changed, the name of its successor registered agent.

(6) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7) That such change was authorized by resolution duly adopted by its board of directors.

(b) Such statement shall be executed for the corporation by its president or a vice president, verified by him and delivered to the Secretary of State. If the Secretary of State finds that such statement conforms to the provisions of this chapter, he shall file such statement in his office, and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective.

(c) Any registered agent in Alabama appointed by a foreign corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Secretary of State who shall forthwith mail a copy thereof to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the Secretary of State.

(d) If a registered agent changes his or its business address to another place within the same country, he or it may change such address and the address of the registered office of any corporations of which he or it is a registered agent by filing a statement as required above except that it need be signed only by the registered agent and need not be responsive to subdivision (a)(5) or (a)(7) of this section and must recite that a copy of the statement has been mailed to each such corporation.



(Acts 1984, No. 84-290, p. 502, §73.)Section 10-3A-178

Section 10-3A-178
Service of process on foreign corporation.

(a) The registered agent so appointed by a foreign corporation authorized to conduct affairs in Alabama shall be an agent of such corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served.

(b) Whenever a foreign corporation authorized to conduct affairs in Alabama shall fail to appoint or maintain a registered agent in Alabama, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be suspended or revoked, then any process, notice or demand required or permitted by law to be served upon the corporation may be served as provided by the Alabama Rules of Civil Procedure.

(c) Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.



(Acts 1984, No. 84-290, p. 502, §74.)Section 10-3A-179

Section 10-3A-179
Amendment to articles of incorporation of foreign corporation.

Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in Alabama are amended, such foreign corporation shall, within 30 days after such amendment becomes effective, file in the office of the Secretary of State a certified copy of such amendment, but, the filing thereof shall not of itself enlarge or alter the purpose or purposes which such corporation is authorized to pursue in conducting its affairs in Alabama, nor authorize such corporation to conduct affairs in Alabama under any other name than the name set forth in its certificate of authority.



(Acts 1984, No. 84-290, p. 502, §75.)Section 10-3A-180

Section 10-3A-180
Merger of foreign corporation authorized to conduct affairs in Alabama.

Whenever a foreign corporation authorized to conduct affairs in Alabama shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, and such corporation shall be the surviving corporation, it shall, within 30 days after such merger becomes effective, file with the Secretary of State a certified copy of the articles of merger; it shall not be necessary for such corporation to procure either a new or amended certificate of authority to conduct affairs in Alabama unless the name of such corporation is changed thereby or unless the corporation desires to pursue in Alabama other or additional purposes than those which it is then authorized to pursue in Alabama.



(Acts 1984, No. 84-290, p. 502, §76.)Section 10-3A-181

Section 10-3A-181
Amended certificate of authority.

(a) A foreign corporation authorized to conduct affairs in Alabama shall procure an amended certificate of authority in the event it changes its corporate name, or desires to pursue in Alabama other or additional purposes than those set forth in its prior application for a certificate of authority, by making application therefor to the Secretary of State.

(b) The requirements in respect to the form and contents of such application, the manner of its execution, the filing thereof with the Secretary of State, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.



(Acts 1984, No. 84-290, p. 502, §77.)Section 10-3A-182

Section 10-3A-182
Withdrawal of foreign corporation.

(a) A foreign corporation authorized to conduct affairs in Alabama may withdraw from Alabama upon procuring from the Secretary of State a certificate of withdrawal. In order to procure such certificate of withdrawal, such foreign corporation shall deliver to the Secretary of State an application for withdrawal, which shall set forth:

(1) The name of the corporation and the state or country under the laws of which it is incorporated.

(2) That the corporation is not conducting affairs in Alabama.

(3) That the corporation surrenders its authority to conduct affairs in Alabama.

(4) That the corporation revokes the authority of its registered agent in Alabama to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in Alabama during the time the corporation was authorized to conduct affairs in Alabama may thereafter be made on such corporation by service thereof on the Secretary of State.

(5) A post-office address to which the Secretary of State may mail a copy of any process against the corporation that may be served on him.

(6) Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by such foreign corporation as prescribed in this chapter.

(b) The application for withdrawal shall be made on forms prescribed and furnished by the Secretary of State and shall be executed for the corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the application or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee and verified by him.



(Acts 1984, No. 84-290, p. 502, §78.)Section 10-3A-183

Section 10-3A-183
Filing of application for withdrawal.

(a) The application for withdrawal and one copy thereof shall be delivered to the Secretary of State. If the Secretary of State finds that such application conforms to the provisions of this chapter, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on such application and on the copy thereof the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the application in his office and certify the copy of the application.

(3) Issue a certificate of withdrawal to which he shall affix the certified copy of the application, and return such certificate of withdrawal with the certified copy of the application affixed thereto to the corporation or its representative.

(b) Upon the issuance of such certificate of withdrawal by the Secretary of State, the authority of the corporation to conduct affairs in Alabama shall cease.



(Acts 1984, No. 84-290, p. 502, §79.)Section 10-3A-184

Section 10-3A-184
Revocation of certificate of authority.

(a) The certificate of authority of a foreign corporation to conduct affairs in Alabama may be revoked by the Secretary of State upon the conditions prescribed in this section when:

(1) The corporation has failed to pay any fees prescribed by this chapter when they have become due and payable;

(2) The corporation has failed to appoint and maintain a registered agent in Alabama as required by this chapter;

(3) The corporation has failed, after change of its registered agent, to file in the office of the Secretary of State a statement of such change as required by this chapter;

(4) The corporation has failed to file in the office of the Secretary of State any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter;

(5) The certificate of authority of the corporation was procured through fraud practiced upon the State of Alabama;

(6) The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or

(7) A misrepresentation has been made of any material matter in any application, statement, affidavit, or other document submitted by such corporation pursuant to this chapter.

(b) No certificate of authority of a foreign corporation shall be revoked by the Secretary of State unless (i) he shall have given the corporation not less than 60 days' notice thereof by mail addressed to its registered office in Alabama, and (ii) the corporation, having exhausted its administrative and judicial remedies, shall fail prior to revocation to pay such fees, or file the required statement of change of registered agent, or file such articles of amendment or articles of merger, or correct such misrepresentation.



(Acts 1984, No. 84-290, p. 502, §80.)Section 10-3A-185

Section 10-3A-185
Issuance of certificate of revocation.

(a) Upon revoking any such certificate of authority, the Secretary of State shall:

(1) Issue a certificate of revocation.

(2) File the certificate of revocation in his office and certify a copy thereof.

(3) Mail to such corporation at its registered office in Alabama a notice of such revocation accompanied by the certified copy of the certificate of revocation.

(b) Upon the issuance of such certificate of revocation, the authority of the corporation to conduct affairs in Alabama shall cease.



(Acts 1984, No. 84-290, p. 502, §81.)Section 10-3A-186

Section 10-3A-186
Conducting affairs without certificate of authority.

(a) All contracts or agreements made or entered into in Alabama by foreign corporations which have not obtained a certificate of authority to conduct affairs in Alabama shall be held void at the action of such foreign corporation or any person claiming through or under such foreign corporation by virtue of said void contract or agreement; but nothing in this section shall abrogate the equitable rule that he who seeks equity must do equity; provided, that the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of any contract or agreement heretofore or hereafter entered into and consisting of a mortgage upon real property or an interest in real property in Alabama, and the note secured thereby, where the mortgage is insured by the Federal Housing Administration or guaranteed by the Veterans Administration, if said foreign corporation shall have thereafter obtained a certificate of authority. In all actions against such foreign corporation, or against any person claiming under such foreign corporation by virtue of such void contract, the foreign corporation or such person claiming under it shall be held to be estopped from setting up the fact that the contract or agreement was so made in violation of law. In all actions against foreign corporations which have not obtained a certificate of authority, the summons or other process may be served upon the officer, agent or employee of the foreign corporation who acted for or represented such foreign corporation in making the contract or agreement sued upon.

(b) A foreign corporation which conducts affairs in Alabama without a certificate of authority shall be liable to Alabama, for the years or parts thereof during which it conducted affairs in Alabama without a certificate of authority, in an amount equal to all fees which would have been imposed by this chapter upon such corporation had it duly applied for and received a certificate of authority to conduct affairs in Alabama as required by this chapter and thereafter filed all statements or other documents required by this chapter. The Attorney General shall bring proceedings to recover all amounts due Alabama under the provisions of this section.



(Acts 1984, No. 84-290, p. 502, §82.)Section 10-3A-2

Section 10-3A-2
Definitions.

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

(1) ARTICLES OF INCORPORATION. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger.

(2) BOARD OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated.

(3) BYLAWS. The code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

(4) CERTIFICATION. Duly authenticated by the proper officer of the state or county under the laws of which a domestic or foreign nonprofit corporation is incorporated.

(5) CORPORATION OR DOMESTIC CORPORATION. A nonprofit corporation subject to the provisions of this chapter, except a foreign corporation.

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

(7) INSOLVENT. Inability of a corporation to pay its debts as they become due in the usual course of its affairs.

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

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

(10) PROBATE JUDGE. The probate judge of the county in which the corporation's articles of incorporation are filed or, in the case of corporations existing on January 1, 1985, the corporation's articles of incorporation were filed, unless otherwise provided in this chapter.

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



(Acts 1984, No. 84-290, p. 502, §2.)Section 10-3A-20

Section 10-3A-20
General powers.

Each corporation shall have power:

(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

(2) To sue and be sued, complain and defend, in its corporate name.

(3) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

(4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, tangible or intangible, or any interest therein, wherever situated.

(5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

(6) To lend money to its employees other than its officers and directors and otherwise assist its employees, officers and directors.

(7) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

(8) To make contracts, guarantees, and indemnity agreements and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage, pledge of, or creation of security interests in, all or any of its property, franchises, or income, or any interest therein, not inconsistent with the provisions of the Constitution of Alabama as the same may be amended from time to time.

(9) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

(10) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States, or in any foreign country.

(11) To elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation.

(12) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of Alabama, for the administration and regulation of the affairs of the corporation.

(13) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes; and in time of war to make donations in aid of war activities.

(14) To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty; and to make any other indemnification that shall be authorized by the articles of incorporation or bylaws, vote of the board of directors, or resolution adopted after notice by the members entitled to vote.

(15) To pay pensions and establish pension plans or pension trusts for any or all of its directors, officers and employees.

(16) To cease its corporate activities and surrender its corporate franchise.

(17) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.



(Acts 1984, No. 84-290, p. 502, §5.)Section 10-3A-200

Section 10-3A-200
Fees for filing documents and issuing certificates.

(a) In lieu of all other charges and fees, the probate judge or the Secretary of State, as the case may be, shall charge and collect in accordance with the provisions of this chapter for:

(1) Filing articles of incorporation and issuing a certificate of incorporation, $20.00 for the State of Alabama and $25.00 for the probate judge.

(2) Filing articles of amendment and issuing a certificate of amendment, $10.00 for the probate judge and when the amendment changes the name of the corporation, also $10.00 for the State of Alabama.

(3) Filing restated articles of incorporation, $25.00 for the probate judge.

(4) Filing articles of merger or consolidation and issuing a certificate of merger or consolidation, $75.00 for the State of Alabama and $25.00 for the probate judge.

(5) Filing a statement of change of address of registered office or change of registered agent, or both, $5.00 for the State of Alabama and when the change of address of registered office or change of registered agent, or both, is for a domestic corporation, also $5.00 for the probate judge.

(6) Filing articles of dissolution, $5.00 for the State of Alabama and $5.00 for the probate judge.

(7) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in Alabama and issuing a certificate of authority, $75.00 for the State of Alabama.

(8) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in Alabama and issuing an amended certificate of authority, $25.00 for the State of Alabama.

(9) Filing a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to conduct affairs in Alabama, $25.00 for the State of Alabama.

(10) Filing a copy of articles of merger of a foreign corporation holding a certificate of authority to conduct affairs in Alabama, $100.00 for the State of Alabama.

(11) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, $5.00 for the State of Alabama.

(12) Filing any other statement or document, of a domestic or foreign corporation, $5.00 for the State of Alabama when such other statement or document or a copy thereof, is filed with or transmitted to the Secretary of State, and $5.00 for the probate judge when such other statement or document, or a copy thereof, is filed with or transmitted to the probate judge.

(b) When appropriate two checks shall accompany the document, one payable to the probate judge for all charges for the probate judge, and one payable to the State of Alabama covering all charges for the Secretary of State. The check for the Secretary of State will be forwarded by the probate judge to the Secretary of State.

(c) The fees herein imposed for the State of Alabama shall be collected by the Secretary of State and paid into the treasury of the state. The fees herein imposed for the office of the probate judge shall be charged and paid into the appropriate county treasury or to the probate judge as may be authorized or required by law.



(Acts 1984, No. 84-290, p. 502, §83.)Section 10-3A-201

Section 10-3A-201
Miscellaneous charges.

The probate judge or Secretary of State shall charge and collect:

(1) For furnishing a certified copy of any document, instrument or paper relating to a corporation, $1.50 per page and $1.50 for the certificate and affixing the seal thereto.

(2) At the time of any service of process on the Secretary of State as resident agent of a corporation, an amount as prescribed pursuant to law or rule of court.



(Acts 1984, No. 84-290, p. 502, §84.)Section 10-3A-202

Section 10-3A-202
Penalties for false statements by directors and officers.

Each director and officer of a corporation, domestic or foreign, who signs any articles, statement, application or other document filed with either the probate judge or Secretary of State which is known to such officer or director to be false in any material respect, shall be deemed to be guilty of a misdemeanor, and upon conviction thereof may be fined in an amount not exceeding $500.00.



(Acts 1984, No. 84-290, p. 502, §85.)Section 10-3A-21

Section 10-3A-21
Defense of ultra vires.

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity of power may be asserted:

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

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

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



(Acts 1984, No. 84-290, p. 502, §6.)Section 10-3A-22

Section 10-3A-22
Corporate name.

The corporate name:

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

(2) Shall not be the same as, or deceptively similar to, the name of any corporation, whether for profit or not for profit, existing under the laws of Alabama, or any foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in Alabama, or a corporate name reserved or registered as permitted by the laws of Alabama.

(3) Shall be transliterated into letters of the English alphabet, if it is not in English.



(Acts 1984, No. 84-290, p. 502, §7.)Section 10-3A-220

Section 10-3A-220
Powers of probate judge and Secretary of State.

The probate judge and the Secretary of State shall have the power and authority reasonably necessary to enable them to administer this chapter efficiently and to perform the duties therein imposed upon them.



(Acts 1984, No. 84-290, p. 502, §86.)Section 10-3A-221

Section 10-3A-221
Appeal from probate judge or Secretary of State.

(a) If the probate judge or the Secretary of State, when applicable, shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the probate judge or the Secretary of State, before the same shall be filed in his office, he shall, within 10 days after the delivery thereof to him, give written notice of his disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. From such disapproval such person or corporation may appeal to the circuit court of the county in which the disapproving officer has his office by filing with the clerk of such court a complaint setting forth a copy of the articles or other documents sought to be filed and a copy of the written disapproval thereof by the probate judge or Secretary of State; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the probate judge or Secretary of State, as the case may be, or direct him to take such action as the court may deem proper.

(b) If the Secretary of State shall revoke the certificate of authority of any foreign corporation to transact business in Alabama, pursuant to the provisions of this chapter, such foreign corporation may likewise appeal to the Circuit Court of Montgomery County by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to transact business in Alabama and a copy of the notice of revocation given by the Secretary of State; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the Secretary of State or direct him to take such action as the court may deem proper.

(c) Appeals from all final orders and judgments entered by the circuit court under this section in review of any ruling or decision of the probate judge or Secretary of State may be taken as in other civil actions.



(Acts 1984, No. 84-290, p. 502, §87.)Section 10-3A-222

Section 10-3A-222
Certificates and certified copies to be received in evidence.

All certificates issued by the probate judge or Secretary of State in accordance with the provisions of this chapter, and all copies of documents filed in their offices in accordance with the provisions of this chapter when certified by the probate judge or Secretary of State shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated, except as provided in Section 10-3A-63. A certificate by the probate judge or Secretary of State as to the existence or nonexistence of the facts relating to corporations shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated, except as provided in Section 10-3A-63.



(Acts 1984, No. 84-290, p. 502, §88.)Section 10-3A-223.1

Section 10-3A-223.1
Applicability to Young Men's Christian Association of Mobile. THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER. THIS SECTION HAS NOT BEEN CODIFIED BY THE LEGISLATURE.

Beginning with May 1, 2004, the Young Men's Christian Association (YMCA) of Mobile which was incorporated by Act 405 approved on February 18, 1895, shall be subject to Sections 10-3A-1 to 10-3A-225, inclusive, known and referred to as the Alabama Nonprofit Corporations Act. Prospectively from May 1, 2004, the YMCA of Mobile shall be entitled to all of the rights and privileges of a nonprofit corporation including, but not limited to, the right to amend its charter and bylaws as provided by this chapter.



(Act 2004-314, p. 464, §1.)Section 10-3A-223

Section 10-3A-223
Unauthorized assumption of corporate powers.

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



(Acts 1984, No. 84-290, p. 502, §89.)Section 10-3A-224

Section 10-3A-224
Reservation of power.

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



(Acts 1984, No. 84-290, p. 502, §90.)Section 10-3A-225

Section 10-3A-225
Effect of repeal of prior acts.

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



(Acts 1984, No. 84-290, p. 502, §91.)Section 10-3A-23

Section 10-3A-23
Registered office and registered agent.

Each corporation shall have and continuously maintain in Alabama:

(1) A registered office which may be, but need not be, the same as its principal office.

(2) A registered agent, which agent may be either an individual resident in Alabama whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in Alabama, having an office identical with such registered office.

(3) The Secretary of State shall keep an alphabetical list of domestic corporations, whose articles of incorporation and certificates of incorporation are filed in said office, together with the data contained in such documents.



(Acts 1984, No. 84-290, p. 502, §8.)Section 10-3A-24

Section 10-3A-24
Change of registered office or registered agent.

(a) A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the probate judge a statement and one copy thereof setting forth:

(1) The name of the corporation.

(2) The location and mailing address of its then registered office.

(3) If the location or mailing address of its registered office is changed, the location or mailing address to which the registered office is to be changed.

(4) The name of its then registered agent.

(5) If its registered agent is changed, the name of its successor registered agent.

(6) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical.

(7) That such change was authorized by resolution duly adopted by its board of directors.

(b) Such statement shall be executed for the corporation by its president or a vice-president, verified by him and delivered to the probate judge who will transmit a certified copy to the Secretary of State. If the probate judge finds that such statement conforms to the provisions of this chapter, he shall file such statement in his office, and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective.

(c) Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in triplicate, with the probate judge, who shall transmit a certified copy to the Secretary of State and who shall forthwith mail a copy thereof to the corporation in care of an officer, who is not the resigning registered agent, at the address of its registered office. The appointment of such agent shall terminate upon the expiration of 30 days after receipt of such notice by the probate judge.

(d) If a registered agent changes his or its business address to another place within the same county, he or it may change such address and the address of the registered office of any corporations of which he or it is a registered agent by filing a statement and one copy thereof as required in this section except that it need be signed only by the registered agent and need not be responsive to subdivisions (a)(5) or (a)(7) of this section and must recite that a copy of the statement has been mailed to each such corporation.



(Acts 1984, No. 84-290, p. 502, §9.)Section 10-3A-25

Section 10-3A-25
Service of process on corporation.

(a) The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served.

(b) Whenever a corporation shall fail to appoint or maintain a registered agent in Alabama, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then it may be served as provided by the Alabama Rules of Civil Procedure.

(c) Nothing herein contained shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.



(Acts 1984, No. 84-290, p. 502, §10.)Section 10-3A-26

Section 10-3A-26
Members.

(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set forth in the articles of incorporation. A corporation may issue certificates evidencing membership therein.

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



(Acts 1984, No. 84-290, p. 502, §11.)Section 10-3A-27

Section 10-3A-27
Bylaws.

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



(Acts 1984, No. 84-290, p. 502, §12.)Section 10-3A-28

Section 10-3A-28
Meetings of members.

(a) Meetings of members may be held at such place, either within or without Alabama, as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in Alabama.

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

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



(Acts 1984, No. 84-290, p. 502, §13.)Section 10-3A-29

Section 10-3A-29
Notice of members' meetings.

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.



(Acts 1984, No. 84-290, p. 502, §14.)Section 10-3A-3

Section 10-3A-3
Applicability.

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

(1) All corporations organized hereunder; and

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

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



(Acts 1984, No. 84-290, p. 502, §3.)Section 10-3A-30

Section 10-3A-30
Waiver of notice.

Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.



(Acts 1984, No. 84-290, p. 502, §15.)Section 10-3A-31

Section 10-3A-31
Voting of members.

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

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

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

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



(Acts 1984, No. 84-290, p. 502, §16.)Section 10-3A-32

Section 10-3A-32
Quorum of members.

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



(Acts 1984, No. 84-290, p. 502, §17.)Section 10-3A-33

Section 10-3A-33
Greater voting requirements.

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



(Acts 1984, No. 84-290, p. 502, §18.)Section 10-3A-34

Section 10-3A-34
Board of directors.

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

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



(Acts 1984, No. 84-290, p. 502, §19.)Section 10-3A-35

Section 10-3A-35
Number and election of directors; terms; removal from office.

(a) The number of directors of a corporation shall be not less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

(b) The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

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

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



(Acts 1984, No. 84-290, p. 502, §20.)Section 10-3A-36

Section 10-3A-36
Vacancies.

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

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

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



(Acts 1984, No. 84-290, p. 502, §21.)Section 10-3A-37

Section 10-3A-37
Quorum of directors.

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

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



(Acts 1984, No. 84-290, p. 502, §22.)Section 10-3A-38

Section 10-3A-38
Committees.

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



(Acts 1984, No. 84-290, p. 502, §23.)Section 10-3A-39

Section 10-3A-39
Place and notice of directors' meetings; committee meetings.

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

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

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



(Acts 1984, No. 84-290, p. 502, §24.)Section 10-3A-4

Section 10-3A-4
Purposes.

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

(1) Charitable,

(2) Benevolent,

(3) Eleemosynary,

(4) Educational,

(5) Civic,

(6) Patriotic,

(7) Political,

(8) Religious,

(9) Social,

(10) Fraternal,

(11) Literary,

(12) Cultural,

(13) Athletic,

(14) Scientific,

(15) Agricultural,

(16) Horticultural,

(17) Animal husbandry,

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

(19) Historical.

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



(Acts 1984, No. 84-290, p. 502, §4.)Section 10-3A-40

Section 10-3A-40
Action by members or directors without meeting.

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



(Acts 1984, No. 84-290, p. 502, §25.)Section 10-3A-41

Section 10-3A-41
Officers.

(a) The officers of a corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time, in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. Each officer shall hold office for the term to which he is elected or appointed and until his successor shall have been elected or appointed. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.

(b) The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

(c) The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.

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



(Acts 1984, No. 84-290, p. 502, §26.)Section 10-3A-42

Section 10-3A-42
Removal of officers.

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



(Acts 1984, No. 84-290, p. 502, §27.)Section 10-3A-43

Section 10-3A-43
Books and records.

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



(Acts 1984, No. 84-290, p. 502, §28.)Section 10-3A-44

Section 10-3A-44
Shares of stock and dividends prohibited; compensation and benefits permitted.

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



(Acts 1984, No. 84-290, p. 502, §29.)Section 10-3A-45

Section 10-3A-45
Loans to directors and officers prohibited.

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



(Acts 1984, No. 84-290, p. 502, §30.)Section 10-3A-60

Section 10-3A-60
Incorporators.

One or more persons, partnerships, domestic corporations or foreign corporations, whether for profit or not for profit, may act as incorporator or incorporators of a corporation by signing the articles of incorporation and delivering the same to the probate judge of the county in which the corporation is to have its initial registered office.



(Acts 1984, No. 84-290, p. 502, §31.)Section 10-3A-61

Section 10-3A-61
Articles of incorporation.

(a) The articles of incorporation shall set forth:

(1) The name of the corporation.

(2) The period of duration, which may be perpetual.

(3) The purpose or purposes for which the corporation is organized.

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

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

(6) The location and mailing address of its initial registered office, and the name of its initial registered agent at such address.

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

(8) The name and address of each incorporator.

(b) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

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



(Acts 1984, No. 84-290, p. 502, §32.)Section 10-3A-62

Section 10-3A-62
Filing of articles of incorporation.

(a) The articles of incorporation and two copies thereof shall be delivered to the probate judge. If the probate judge finds that the articles of incorporation conform to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the articles of incorporation and on each of such copies the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the articles of incorporation in his office and certify the two copies thereof.

(3) Issue a certificate of incorporation to which he shall affix one certified copy of the articles of incorporation, and return such certificate of incorporation with the certified copy of the articles of incorporation affixed thereto to the incorporators or their representative.

(4) Within 10 days after the issuance of the certificate of incorporation transmit to the Secretary of State a copy of the certificate of incorporation with a certified copy of the articles of incorporation attached thereto, indicating thereon the place, date and time of filing of the articles of incorporation.

(b) For failure of the probate judge to comply with the requirement in subsection (a)(4) of this section, the probate judge shall forfeit $50.00 to the State of Alabama, to be recovered in an action by the State of Alabama.



(Acts 1984, No. 84-290, p. 502, §33.)Section 10-3A-63

Section 10-3A-63
Effect of filing articles of incorporation and issuance of certificate of incorporation.

Upon the filing of the articles of incorporation with the probate judge, the corporate existence shall begin. The certificate of incorporation issued by the probate judge shall be conclusive evidence that the corporation has been incorporated under this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.



(Acts 1984, No. 84-290, p. 502, §34.)Section 10-3A-64

Section 10-3A-64
Organization meetings.

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

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



(Acts 1984, No. 84-290, p. 502, §35.)Section 10-3A-80

Section 10-3A-80
Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under this chapter.



(Acts 1984, No. 84-290, p. 502, §36.)Section 10-3A-81

Section 10-3A-81
Procedure to amend articles of incorporation.

(a) Amendments to the articles of incorporation shall be made in the following manner:

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

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

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



(Acts 1984, No. 84-290, p. 502, §37.)Section 10-3A-82

Section 10-3A-82
Articles of amendment.

The articles of amendment shall be executed for the corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing such articles, and shall set forth:

(1) The name of the corporation.

(2) The amendment so adopted.

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

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



(Acts 1984, No. 84-290, p. 502, §38.)Section 10-3A-83

Section 10-3A-83
Filing and effectiveness of articles of amendment.

(a) The articles of amendment and a copy thereof, or if the articles of amendment change the name of the corporation two copies thereof, shall be delivered to the probate judge. If the probate judge finds that the articles of amendment conform to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the articles of amendment and on the copy or copies thereof the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the articles of amendment in his office and certify the copy or copies thereof.

(3) Issue a certificate of amendment to which he shall affix a certified copy of the articles of amendment, and return such certificate of amendment with a certified copy of the articles of amendment affixed thereto to the corporation or its representative.

(4) If the articles of amendment change the name of the corporation, within 10 days after the issuance of the certificate of amendment transmit to the Secretary of State a certificate of amendment with a certified copy of the articles of amendment attached thereto, indicating thereon the place, date and time of filing of the articles of amendment.

(5) For failure of the probate judge to comply with the requirements of subsection (a)(4) of this section, the probate judge shall forfeit $50.00 to the State of Alabama to be recovered in an action by the State of Alabama.

(b) Upon the filing of the articles of amendment, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.

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



(Acts 1984, No. 84-290, p. 502, §39.)Section 10-3A-84

Section 10-3A-84
Restated articles of incorporation.

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

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

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

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

(4) If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

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

(1) The name of the corporation.

(2) The period of its duration.

(3) The purpose or purposes which the corporation is authorized to pursue.

(4) Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators.

(5) The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.

(c) The restated articles of incorporation and a copy thereof shall be delivered to the probate judge. If the probate judge finds that such restated articles of incorporation conform to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the restated articles of incorporation and on the copy thereof the word "Filed," and the hour, day, month and year of filing thereof.

(2) File the restated articles of incorporation in his office and certify the copy thereof.

(3) Issue a restated certificate of incorporation, to which he shall affix the certified copy of the restated articles of incorporation and return such restated certificate of incorporation with the certified copy of the restated articles of incorporation affixed thereto to the corporation or its representative.

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



(Acts 1984, No. 84-290, p. 502, §40.)

USA Statutes : alabama