Alabama Code 10A-3A-2.02. Certificate of incorporation

Section 10A-1-3.05 shall not apply to this chapter. Instead:

(a) The certificate of incorporation must set forth:

Attorney's Note

Under the Alabama Code, punishments for crimes depend on the classification. In the case of this section:

Class	Prison	Fine
Violation	up to 30 days	up to $200

For details, see Ala. Code § 13A-5-7

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Terms Used In Alabama Code 10A-3A-2.02

Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
certificate of incorporation: as used in this chapter is synonymous to the term certificate of formation used in Chapter 1. See Alabama Code 10A-3A-1.02
Contract: A legal written agreement that becomes binding when signed.
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
Dependent: A person dependent for support upon another.
Fiduciary: A trustee, executor, or administrator.
Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
Trustee: A person or institution holding and administering property in trust.

(1) a name for the nonprofit corporation that satisfies the requirements of Article 5 of Chapter 1;

(2) the street and mailing address of the nonprofit corporation’s initial registered office, the county within this state in which the street and mailing address is located, and the name of the nonprofit corporation’s initial registered agent at that office as required by Article 5 of Chapter 1;

(3) that the nonprofit corporation is incorporated under this chapter;

(4) the name and address of each incorporator; and

(5)

(i) if the nonprofit corporation will have members, a statement to that effect; or

(ii) if the nonprofit corporation will not have members, a statement to that effect.

(b) The certificate of incorporation may set forth:

(1) the names and addresses of the individuals who are to serve as the initial directors;

(2) provisions not inconsistent with law regarding:

(i) the purpose or purposes for which the nonprofit corporation is organized;

(ii) managing the activities and regulating the affairs of the nonprofit corporation;

(iii) defining, limiting, and regulating the powers of the nonprofit corporation, its board of directors, and the members;

(iv) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;

(v) subject to Section 10A-3A-4.20, limiting a member’s right to inspect and copy the records of the nonprofit corporation under Section 10A-3A-4.02(b);

(vi) the distribution of assets on dissolution;

(vii) provisions for the election, appointment, or designation of directors;

(viii) provisions granting inspection rights to a person or group of persons under Section 10A-3A-4.07; and

(ix) provisions specifying a person or group of persons whose approval is required under Sections 10A-3A-9.30, 10A-3A-10.04, 10A-3A-11.04, 10A-3A-12.08, or 10A-3A-13.08;

(3) any provision that under this chapter is permitted to be set forth in the certificate of incorporation or required or permitted to be set forth in the bylaws;

(4) a provision eliminating or limiting the liability of a director to a nonprofit corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for (i) the amount of a financial benefit received by a director to which the director is not entitled (ii) an intentional infliction of harm on the nonprofit corporation or its members, (iii) a violation of Section 10A-3A-8.32, or (iv) an intentional violation of criminal law;

(5) a provision permitting or making obligatory indemnification of a director for liability as defined in Section 10A-3A-8.50 to any person for any action taken, or any failure to take any action, as a director, except liability for (i) receipt of a financial benefit to which the director is not entitled, (ii) an intentional infliction of harm on the nonprofit corporation or its members, (iii) a violation of Section 10A-3A-8.32, or (iv) an intentional violation of criminal law;

(6) a provision limiting or eliminating any duty of a director or any other person to offer the nonprofit corporation the right to have or participate in any, or one or more classes or categories of, corporate opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that the application of that provision to an officer or a related person of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of the disinterested or qualified directors taken in compliance with the same procedures as are set forth in Section 10A-3A-8.60, and (ii) may be limited by the authorizing action of the board of directors; and

(7) provisions required if the nonprofit corporation is to be exempt from taxation under federal, state, or local law.

(c) The certificate of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.

(d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with Section 10A-3A-1.04.

(e) As used in this section, “related person” means:

(i) the individual’s spouse;

(ii) a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half sibling, aunt, uncle, niece, or nephew (or spouse of any such person) of the individual or of the individual’s spouse;

(iii) a natural person living in the same home as the individual;

(iv) an entity (other than the nonprofit corporation or an entity controlled by the nonprofit corporation) controlled by the individual or any person specified above in this definition;

(v) a domestic or foreign (A) business or nonprofit corporation (other than the nonprofit corporation or an entity controlled by the nonprofit corporation) of which the individual is a director, (B) unincorporated entity of which the individual is a general partner or a member of the governing authority, or (C) individual, trust or estate for whom or of which the individual is a trustee, guardian, personal representative, or like fiduciary; or

(vi) a person that is, or an entity that is, controlled by, an employer of the individual.

(f) The certificate of incorporation may not contain any provision that would impose liability on a member or a director for the attorney’s fees or expenses of the nonprofit corporation or any other party in connection with an internal corporate claim, as defined in Section 10A-3A-2.07(d).

(g) The certificate of incorporation is a part of a binding contract between the nonprofit corporation and (i) the members in a membership nonprofit corporation and (ii) the directors in a nonmembership nonprofit corporation, subject to the provisions of this chapter.

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