Alabama § 10A-3A-3.04 Lack of Power

Alabama Statutes

§ 10A-3A-3.04 — Lack of Power

Alabama § 10A-3A-3.04

Title 10AAlabama Business and Nonprofit Entities Code

Ch. 3AAlabama Nonprofit Corporation Law

Art. 3Purposes and Powers

This text of Alabama § 10A-3A-3.04 (Lack of Power) is published on Counsel Stack Legal Research, covering Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ala. Code § 10A-3A-3.04 (2026).

Text

(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

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(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.