ACPA - Selected Extracts Alabama Nonprofit Corporation Act

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Selected Extracts of the Alabama Nonprofit
Corporation Act of the Code of Alabama 1975:

Section 10-3A-34, Board of directors;
Section 10-3A-41, Officers

(a)

All corporate powers shall be exercised by or under authority of, and the business and affairs of a corporation shall be managed under the direction of a board of directors except as may be otherwise provided in this chapter or the articles of incorporation. If any such provision is made in the articles of incorporation, the power and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to such extent and by such person or persons as shall be provided in the articles of incorporation. Directors shall be natural persons but need not be residents of Alabama unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.

(b)

The directors of the corporation shall not, as such, be liable for obligations of the corporation. (Acts 1984, No. 84-290, p. 502, §19.)

Section 10-3A-41, Officers

(a)

The officers of a corporation shall consist of a president, one or more vice-presidents, a secretary, a treasurer and such other officers and assistant officers as my be deemed mecessary, each of whom shall be elected or appointed at such time, in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. Each officer shall hold office for the term to which he is elected or appointed and until his successor shall have been elected or appointed. If the bylaws so provide, any two or more officers may be held by the same person, accept the offices of president and secretary.

(b)

The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.

(c)

The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.

(d)

The officers and employees of the corporation shall not, as such, be liable for obligations of the corporation. (Acts 1984, No. 84-290, p. 502, §26.)

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