Alabama § 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.