Purposes and Powers.

Ala. Code tit. 10A, ch. 3A, art. 3

in effect

Ala. Code § 10A-3A-3.01 Purposes.

10A-3A-3.01. Purposes. (a) Every nonprofit corporation has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the certificate of incorporation. (b) If a nonprofit corporation will engage in an activity that is subject to regulation under another statute of the state, the nonprofit corporation may incorporate under this chapter only if not prohibited by, and subject to all limitations of, the other statute. (c) 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. (d) Whenever 10 or more retail merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter. (e) Whenever 10 or more wholesale merchants wish to form a nonprofit association, cooperative society, or corporation in the sense of paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in this chapter. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-3.02 General Powers.

10A-3A-3.02. General Powers. Unless its certificate of incorporation provides otherwise, every nonprofit corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its activities and affairs, including all entity powers provided in Section 10A-1-2.11, Section 10A-1-2.12, and Section 10A-1-2.13. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-3.03 Emergency Powers.

10A-3A-3.03. Emergency Powers. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a nonprofit corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and (2) one or more officers of the nonprofit corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation: (1) binds the nonprofit corporation; and (2) may not be used to impose liability on a member, director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event. (Act 2023-503, §1.)

Ala. Code § 10A-3A-3.04 Lack of Power.

10A-3A-3.04. Lack of Power. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (b) The power of a nonprofit corporation to act may be challenged: (1) in a proceeding by a member or director against the nonprofit corporation to enjoin the act; (2) in a proceeding by the nonprofit corporation, directly, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the nonprofit corporation; or (3) in a proceeding by the Attorney General. (c) In a proceeding by a member or a director under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the nonprofit corporation or another party because of enjoining the unauthorized corporate act. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-3.05 Independent Legal Significance.

10A-3A-3.05. Independent Legal Significance. Action validly taken pursuant to one provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one or more requirements prescribed by such other provision. (Act 2025-281, §8.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026