10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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10A-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in
the following manner: (1) If there are members entitled to vote thereon, the board of directors
shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote at a meeting of members entitled to vote thereon, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each member entitled to vote at the meeting
within the time and in the manner provided in this chapter for the giving of notice of meetings
of members. The proposed amendment shall be adopted upon receiving at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting. (2)
If there are no members, or no members entitled to vote thereon, or...
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10A-4-2.02
Section 10A-4-2.02 Required statement of purpose in certificate of formation. (a) Any corporation
whose certificate of formation includes as a stated purpose the performance of professional
services may be incorporated under this chapter by stating in its certificate of formation
that it is incorporated under this chapter. (b) A professional business corporation, other
than a nonprofit professional corporation, which is subject to this chapter shall cease being
governed by this chapter and shall be governed by the Alabama Business Corporation Law, if
it is a domestic corporation, if it amends its certificate of formation to delete the statement
that it is organized under this chapter, and conforms its articles to the Alabama Business
Corporation Law and, if it is a foreign corporation, complies with the provisions of this
title applicable to foreign entities. A domestic nonprofit professional corporation which
is subject to this chapter shall cease being governed by this chapter and...
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10A-3-1.02
Section 10A-3-1.02 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, of a domestic or foreign nonprofit corporation. The
term articles of incorporation of a nonprofit corporation constitutes its certificate of formation
as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of
incorporation or certificate of formation of a nonprofit corporation, together with its bylaws,
constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD
OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation
irrespective of the name by which the group is designated. The board of directors of a nonprofit
corporation is its governing authority as...
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10A-4-2.03
Section 10A-4-2.03 Powers of professional corporation generally; profession limited by certificate
of formation. (a) Subject to Section 10A-4-5.07, a domestic professional corporation, including
a professional corporation that is a nonprofit corporation, shall have all the powers necessary
or convenient to effectuate its purposes, including those enumerated in Sections 10A-1-2.11,
10A-1-2.12, and 10A-1-2.13. (b) A domestic professional corporation shall not engage in any
profession other than the profession permitted by its certificate of formation, except that
a domestic professional corporation may invest its funds in real estate, mortgages, stocks,
bonds, or any other type investment. (Acts 1983, No. 83-514, p. 763, §6; §10-4-385; amended
and renumbered by Act 2009-513, p. 967, §203.)...
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10A-8A-9.09
Section 10A-8A-9.09 Effect of merger. (a) When a merger becomes effective: (1) the surviving
organization continues or, in the case of a surviving organization created pursuant to the
merger, comes into existence; (2) each constituent organization that merges into the surviving
organization ceases to exist as a separate entity; (3) except as provided in the plan of merger,
all property owned by, and every contract right possessed by, each constituent organization
that ceases to exist vests in the surviving organization without transfer, reversion, or impairment
and the title to any property and contract rights vested by deed or otherwise in the surviving
organization shall not revert, be in any way impaired, or be deemed to be a transfer by reason
of the merger; (4) all debts, obligations, and other liabilities of each constituent organization,
other than the surviving organization, are debts, obligations, and other liabilities of the
surviving organization, and neither the rights of...
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44-3-3
Section 44-3-3 Effect of formation of corporations upon presently existing juvenile facilities
and programs and corporations. Any corporation so created shall be a public, nonprofit corporation
and may be organized as a successor to presently existing juvenile facilities and programs.
Members in presently existing corporations shall automatically retain membership in any successor
corporation formed after the passage of this chapter. (Acts 1978, No. 620, p. 880, §3.)...

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10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution of
Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the
context requires, in this title or any other statute of this state: (1) a reference to certificate
of formation includes, in the case of a corporation, articles of incorporation, certificate
of incorporation, and charter; in the case of limited partnership, a certificate of limited
partnership and a certificate of formation; in the case of a limited liability company, certificate
of formation and articles of organization; and in the case of a business trust or a real estate
investment trust, declaration of trust and, similarly, a reference to articles of incorporation,
certificate of incorporation, charter, certificate of limited partnership, or articles of
organization includes a certificate of formation; (2) a reference to articles of dissolution
includes statement of dissolution and certificate of...
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10A-3-2.01
Section 10A-3-2.01 Members. (a) A nonprofit corporation may have one or more classes of members
or may have no members. If the nonprofit corporation has one or more classes of members, the
designation of the class or classes, the manner of election or appointment and the qualifications
and rights of the members of each class shall be set forth in the governing documents. If
the nonprofit corporation has no members, that fact shall be set forth in the certificate
of formation. A nonprofit corporation may issue certificates evidencing membership therein.
(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.
(Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered by Act 2009-513,
p. 967, §171.)...
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10A-3-3.01
Section 10A-3-3.01 Generally; incorporators. One or more persons, partnerships, domestic corporations
or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators
of a nonprofit corporation by signing the certificate of formation and delivering the same
to the Secretary of State for filing. (Acts 1984, No. 84-290, p. 502, §31; §10-3A-60; amended
and renumbered by Act 2009-513, p. 967, §181; Act 2020-73, §10.)...
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