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10A-3-1.03
Section 10A-3-1.03 Applicability. (a) The provisions of this chapter relating to domestic
nonprofit corporations shall apply to: (1) All nonprofit corporations organized hereunder;
and (2) All nonprofit corporations heretofore organized under any act hereby or heretofore
repealed, for a purpose or purposes for which a nonprofit corporation might be organized under
this chapter. (b) The provisions of this chapter relating to foreign nonprofit corporations
shall apply to all foreign nonprofit corporations conducting affairs in Alabama for a purpose
or purposes for which a nonprofit corporation might be organized under this chapter. (c) Beginning
May 1, 2004, the Young Men's Christian Association (YMCA) of Mobile which was incorporated
by Act 405 approved on February 18, 1895, shall be subject to this chapter. Prospectively
from May 1, 2004, the YMCA of Mobile shall be entitled to all of the rights and privileges
of a nonprofit corporation including, but not limited to, the right to amend...
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10A-3-2.11
Section 10A-3-2.11 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 certificate of formation, shall constitute a quorum for the transaction of business,
unless otherwise provided in the governing documents of the nonprofit corporation; but in
no event shall a quorum consist of less than one-third of the number of directors so fixed
or stated. The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the board of directors, unless the act of a greater number
is required by this title or this chapter or by the nonprofit corporation's governing documents.
(b) If a quorum is present when the meeting is convened, the directors present may continue
to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment,
notwithstanding the withdrawal of enough directors to leave less...
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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent
organization" means an organization that is party to a merger under this article. (2)
"Constituent partnership" means a constituent organization that is a partnership.
(3) "Converted organization" means the organization into which a converting organization
converts pursuant to this article. (4) "Converting organization" means an organization
that converts into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT
LIMITED PARTNERSHIP" means a constituent organization that is a limited partnership.
(2) "CONSTITUENT ORGANIZATION" means an organization that is party to a merger under
this article. (3) "CONVERTED ORGANIZATION" means the organization into which a converting
organization converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP"
means a converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Acquired
entity" means the corporation or foreign corporation that will have all of one or more
classes or series of its stock acquired in a stock exchange. (2) "Acquiring entity"
means the corporation or foreign corporation that will acquire all of one or more classes
or series of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
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10A-2A-9.01
Section 10A-2A-9.01 Definitions. As used in this Article 9: Notwithstanding Section
10A-1-1.03, as used in this article, unless the context otherwise requires, the following
terms have the following meanings: (1) "Converted organization" means the organization
into which a converting organization converts pursuant to this article. (2) "Converting
corporation" means a converting organization that is a corporation. (3) "Converting
organization" means an organization that converts into another organization pursuant
to this article. (4) "Governing statute" of an organization means the statute that
governs the organization's internal affairs. (5) "Organization" means a general
partnership, including a limited liability partnership; limited partnership, including a limited
liability limited partnership; limited liability company; business trust; corporation; nonprofit
corporation; professional corporation; or any other person having a governing statute. The
term includes domestic and foreign...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.01.htm - 3K - Match Info - Similar pages
10A-3-5.05
Section 10A-3-5.05 Effect of merger or consolidation. (a) The merger or consolidation
shall be effected upon the effective date and time of the articles of merger or consolidation
pursuant to Section 10A-1-4.11. (b) When the merger or consolidation has been effected:
(1) The nonprofit corporations, parties to the plan of merger or consolidation, shall become
a single nonprofit corporation, which, in the case of a merger, shall be that nonprofit corporation
designated in the plan of merger as the surviving nonprofit corporation, and, in the case
of a consolidation, shall be the new nonprofit corporation provided for in the plan of consolidation.
(2) The separate existence of all nonprofit corporations parties to the plan of merger or
consolidation, except the surviving or new nonprofit corporation, shall cease. (3) The surviving
or new nonprofit corporation shall have all the rights, privileges, immunities, and powers
and shall be subject to all the duties and liabilities of a nonprofit...
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10A-3-2.09
Section 10A-3-2.09 Number and election of directors; terms; removal from office. (a)
The number of directors of a nonprofit corporation shall be not less than three. Subject to
this 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 certificate of formation.
The number of directors may be increased or decreased from time to time by amendment to the
bylaws, unless the certificate of formation provides that a change in the number of directors
shall be made only by amendment of the certificate of formation. 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 certificate
of formation. (b) The directors constituting the first board of directors shall be named in
the certificate of formation and shall hold office until the first annual...
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10A-20-9.01
Section 10A-20-9.01 Incorporation. Ten or more persons desiring to associate themselves
together for nonprofit purposes in the sense of not paying interest or dividends on stock,
but for mutual benefit through the application of cooperation, single-tax, or other economic
principles, may become a body corporate in the manner following: (1) The persons proposing
to form the corporation shall deliver to the Secretary of State for filing a declaration in
writing, setting out the name of the proposed corporation, the names of the charter members,
and the purposes of the corporation, which declaration shall constitute its corporate charter,
together with a filing fee in the amount prescribed by Chapter 1 for filing a certificate
of formation. (2) Upon the filing of such declaration, the corporation's existence begins,
which shall be perpetual, subject to revocation at any time by the Legislature. (Code 1907,
§3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445,...
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10A-4-5.02
Section 10A-4-5.02 Admission of foreign professional corporations. (a) A foreign professional
corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render
professional services in Alabama only if: (1) A professional corporation incorporated under
this chapter would be allowed to register or procure a certificate of authority or equivalent
authorization to render professional services in the state under whose laws the foreign professional
corporation is organized; (2) The foreign professional corporation meets the requirements
of Section 10A-4-2.01; (3) The foreign professional corporation designates the Alabama
licensed individual or individuals through whom it will render professional services in Alabama
and the individual or individuals are not, at time of the designation, so designated by any
other foreign professional corporation; (4) The name of the foreign professional corporation
meets the requirements of Section 10A-1-5.08, provided that the...
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