Transitional Provisions.

Ala. Code tit. 10A, ch. 3A, art. 14

in effect

Ala. Code § 10A-3A-14.01 Application to Existing Nonprofit Corporations.

10A-3A-14.01. Application to Existing Nonprofit Corporations. (a) Before January 1, 2025, this chapter governs only: (1) a nonprofit corporation incorporated on or after January 1, 2024; and (2) a nonprofit corporation incorporated before January 1, 2024, which elects, by amending or restating that nonprofit corporation’s certificate of incorporation, to be governed by this chapter. (b) On and after January 1, 2025, this chapter governs all existing nonprofit corporations incorporated under: (1) any general or special law of this state providing for the incorporation of nonprofit corporations for a purpose or purposes for which a nonprofit corporation might be incorporated under this chapter, where the power has been reserved to amend, repeal, or modify the law under which the nonprofit corporation was incorporated; and (2) any predecessor statute hereto. (c) For purposes of applying this chapter to a nonprofit corporation incorporated before January 1, 2024: (1) the nonprofit corporation is not required to amend its certificate of incorporation to comply with Section 10A-3A-2.02(a)(5); but once amended or restated, the certificate of incorporation must comply with Section 10A-3A-2.02(a)(5); (2) if on December 31, 2023, the certificate of incorporation or bylaws of a nonprofit corporation in existence on that date provides members with the right to cumulate their votes for the election of directors, that right to cumulate their votes shall continue unless the certificate of incorporation or bylaws of the nonprofit corporation are amended to deny that right. Notwithstanding the foregoing, no such members may cumulate their votes for the election of directors by utilizing an action by written consent. (3) the nonprofit corporation’s incorporation document, whether a certificate of incorporation, certificate of formation, charter, or articles of incorporation is deemed to be the nonprofit corporation’s certificate of incorporation; (4) the nonprofit corporation’s bylaws are deemed to be the nonprofit corporation’s bylaws; (5) any amendment or restatement of a nonprofit corporation’s certificate of incorporation or bylaws on or after January 1, 2024, shall conform with this chapter; and (d) No nonprofit corporation may be incorporated after December 31, 2023, pursuant to Sections 10A-3-1.01 to 10A-3-8.02, inclusive. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-14.02 Application to Existing Foreign Nonprofit Corporations.

10A-3A-14.02. Application to Existing Foreign Nonprofit Corporations. A foreign nonprofit corporation registered or authorized to transact business in this state on January 1, 2024, is subject to this chapter and is deemed to be registered to transact business in this state, and is not required to renew its registration to transact business under Article 7 of Chapter 1, except as required by Article 7 of Chapter 1. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-14.03 Saving Provisions.

10A-3A-14.03. Saving Provisions. (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (5) the application of Article 16 of Chapter 20 of this Title to any “officer” and “qualified entity” as such terms are defined in Article 16 of Chapter 20 of this Title. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-14.04 Severability.

10A-3A-14.04. Severability. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-14.05 Relation to Electronic Signatures in Global and National Commerce Act.

10A-3A-14.05. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C § 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C § 7003(b). EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-14.06 Interstate Application.

10A-3A-14.06. Interstate Application. A nonprofit corporation formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction. EndFragment (Act 2023-503, §1.)

Ala. Code § 10A-3A-14.07 Nonprofit Corporations Electing to Be Governed by Terms of Chapter in Effect Prior to August 1, 2026.

10A-3A-14.07. Nonprofit Corporations Electing to Be Governed by Terms of Chapter in Effect Prior to August 1, 2026. A nonprofit corporation governed by this chapter and in existence before August 1, 2026, may elect, on or before December 31, 2026, to amend its certificate of incorporation to state the following: “This nonprofit corporation shall be governed by Chapter 3A of Title 10A, Code of Alabama 1975, as in effect immediately prior to August 1, 2026, and not by any amendments or additions to Chapter 3A of Title 10A made by Act 2026-495.” The election may be revoked by the nonprofit corporation at any time thereafter by an amendment to the certificate of incorporation which removes that provision from its certificate of incorporation, at which time the nonprofit corporation will be governed by all provisions of this chapter, or any successor law, as in effect as of the date of that amendment, and as amended or replaced thereafter. (Act 2026-495, §7.)

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