SB 112 — Alabama Business and Nonprofit Entities Code; amended to delete references to Alabama Nonprofit Corporation Law, clarify and streamline certain provisions in accordance with changes in Delaware law and the Model Business Corporation Act

or (B) the officer or committee of persons authorized to perform the functions of the president of the entity on the death, absence, or resignation of the president or on the inability of the president to perform the functions of office Page 20 SB112 Enrolled without regard to the designated name of the officer or committee.

Page 21 SB112 Engrossed (g) Chapter 9A and the provisions of Chapter 1 to the extent applicable to limited partnerships may be cited as the Alabama Limited Partnership Law.

(h) Chapter 10 and the provisions of Chapter 1 to the extent applicable to real estate investment trusts may be Page 21 SB112 Enrolled cited as the Alabama Real Estate Investment Trust Law.

(j) Chapter 17 and the provisions of Chapter 1 to the extent applicable to unincorporated nonprofit associations may be cited as the Alabama Unincorporated Nonprofit Association Law." "§10A-1-3.32 (a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3 or Chapter 3A, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, and limited partnerships formed pursuant to or governed by Chapter 9A, each of which are governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity's respective Page 22 SB112 Engrossed chapter governing that entity.

(b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title applicable to that entity and any other books and records of that entity, wherever situated, are subject to Page 22 SB112 Enrolled inspection and copying at the reasonable request, and at the expense of, any owner or member or the owner's or member's agent or attorney during regular business hours.

(d) Any agent or governing person of a domestic entity who, without reasonable cause, refuses to allow any owner or member or the owner's or member's agent or legal counsel to inspect any books or records of that entity shall be personally liable to the agent or member for a penalty in an amount not to exceed 10 percent of the fair market value of the ownership interest of the owner or member, in addition to any other damages or remedy." "§10A-1-5.31 (a) Each filing entity and each foreign filing entity with a registration under Article 7, and each general partnership that has an effective statement of partnership, Page 23 SB112 Engrossed statement of not for profit partnership, or statement of limited liability partnership on file with the Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain in this state:

and Page 23 SB112 Enrolled (2) a registered office.

Page 24 SB112 Engrossed (1) AUTHORIZED STOCK means the stock of all classes and series a corporation or foreign corporation is authorized to issue.

(2) BENEFICIAL STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record Page 24 SB112 Enrolled stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary or nominee.

When used with respect to a foreign corporation, a nonprofit corporation, or a foreign nonprofit corporation, the Page 25 SB112 Engrossed "certificate of incorporation" of such an entity means the document of such entity that is equivalent to the certificate of incorporation of a corporation.

Page 25 SB112 Enrolled (4) CORPORATION, except in the phrase foreign corporation, means an entity incorporated or existing under this chapter.

(10) ELECTRONIC MAIL ADDRESS means a destination, Page 26 SB112 Engrossed commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the "local part" of the address) and a reference to an internet domain (commonly referred to as the "domain part" of the address), whether or not displayed, to which electronic mail Page 26 SB112 Enrolled can be sent or delivered.

Page 27 SB112 Engrossed (18) FOREIGN NONPROFIT CORPORATION means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state.

(19) GOVERNING STATUTE means the statute governing the Page 27 SB112 Enrolled internal affairs of a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, unincorporated entity, or foreign unincorporated entity.

Page 28 SB112 Engrossed (b) A person has notice of a fact when the person:

(3) has reason to know the fact from all of the facts Page 28 SB112 Enrolled known to the person at the time in question;

Page 29 SB112 Engrossed (e) A stockholder's knowledge, notice, or receipt of a notification of a fact relating to the corporation is not knowledge, notice, or receipt of a notification of a fact by the corporation solely by reason of the stockholder's capacity as a stockholder.

Page 29 SB112 Enrolled (f) The date and time of the effectiveness of a notice delivered in accordance with Section 10A-2A-1.41, is determined by Section 10A-2A-1.41.

Page 30 SB112 Engrossed (30) PROCEEDING includes any civil suit and criminal, administrative, and investigatory action.

(31) PUBLIC ORGANIC RECORD means (i) the certificate of incorporation of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the Page 30 SB112 Enrolled document, if any, the filing of which is required to create an unincorporated entity or foreign unincorporated entity, or which creates the unincorporated entity or foreign unincorporated entity and is required to be filed.

Page 31 SB112 Engrossed (35) STOCK EXCHANGE means a transaction pursuant to Section 10A-2A-11.03.

Page 31 SB112 Enrolled (38) TYPE OF ENTITY means a generic form of entity:

(41) UNRESTRICTED VOTING TRUST BENEFICIAL OWNER means, with respect to any stockholder rights, a voting trust beneficial owner whose entitlement to exercise the stockholder right in question is not inconsistent with the voting trust Page 32 SB112 Engrossed agreement.

All Page 32 SB112 Enrolled stock entitled by the certificate of incorporation or this chapter to vote generally on the matter is for that purpose a single voting group.

(b) If the ratification of the defective corporate action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative stock, regardless of whether entitled to vote, as of (i) the record date for notice of the meeting and as of (i) the date of the action by the board of directors under Section 10A-2A-1.47(a), which shall be the record date, and (ii) the date of the occurrence of the defective corporate action, Page 33 SB112 Engrossed provided that notice shall not be required to be given to holders of valid or putative stock whose identities or addresses for notice cannot be determined from the records of the corporation.

The notice must state that the purpose, or one of the purposes, of the meeting, is to consider Page 33 SB112 Enrolled ratification of a defective corporate action and must be accompanied by (i) either a copy of the action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or the information required by Section 10A-2A-1.47(a)(1) through (a)(4), and (ii) a statement that any claim that the ratification of such the defective corporate action and any putative stock issued as a result of such the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(e) Putative stock on the record date for determining Page 34 SB112 Engrossed the stockholders entitled to vote on any matter submitted to stockholders under Section 10A-2A-1.47(c) of the action by the board of directors under Section 10A-2A-1.47(a) (and without giving effect to any ratification of putative stock that becomes effective as a result of such the vote) shall neither Page 34 SB112 Enrolled be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

(f) If the approval under this section of putative stock would result in an overissue, in addition to the approval required by Section 10A-2A-1.47, approval of an amendment to the certificate of incorporation under Article 10 to increase the number of shares of stock of an authorized class or series or to authorize the creation of a class or series of stock so there would be no overissue shall also be required." "§10A-2A-1.51 (a) If the defective corporate action ratified under this Division D of Article 1 would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously made in respect of such defective corporate action and instrument to be delivered to a filing officer for filing and either (i) the filing instrument requires any change to give effect to the defective corporate action in accordance with this Division D of Article 1 (including any change to the date and time of the effectiveness of the filing instrument) or (ii) a filing instrument under any other section of this Page 35 SB112 Engrossed chapter was not previously delivered to a filing officer for filing in respect of the defective corporate action, then, in lieu of a filing instrument otherwise required by this chapter, the corporation shall file deliver a certificate of validation to the appropriate filing officer for filing in Page 35 SB112 Enrolled accordance with this section, and that certificate of validation shall serve to amend or substitute for any other filing instrument with respect to such the defective corporate action required by this chapter.

990 (1) the name of the corporation;

(3) the defective corporate action that is the subject of the certificate of validation (including, in the case of 990 any defective corporate action involving the issuance of putative stock, the number and type of shares of putative stock issued and the date or dates upon which that putative stock was purported to have been issued);

and Page 36 SB112 Engrossed (7)(4) the information required by subsection (c).

(1) if a filing was previously made in respect of the defective corporate action and no changes to that filing are Page 36 SB112 Enrolled required to give effect to the ratification of that defective corporate action in accordance with Section 10A-2A-1.47, the certificate of validation must set forth (i) the name, title, and filing date of the filing previously made and any certificate of correction to that filing, and (ii) a statement that a copy of the filing previously made, together with any certificate of correction to that filing, is attached as an exhibit to the certificate of validation;

or Page 37 SB112 Engrossed (3)(2) if a filing instrument was not previously made delivered to a filing officer for filing in respect of the defective corporate action and the defective corporate action ratified under Section 10A-2A-1.47 would have required a filing instrument under any other section of this chapter, the Page 37 SB112 Enrolled certificate of validation must set forth (i) a statement that a filing instrument containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (ii) the date and time that filing instrument is deemed to have become effective." "§10A-2A-2.02 Section 10A-1-3.05 shall not apply to this chapter.

(1) the names and addresses of the individuals who are Page 38 SB112 Engrossed to serve as the initial directors;

(ii) managing the business and regulating the affairs Page 38 SB112 Enrolled of the corporation;

Page 39 SB112 Engrossed (iii) in the case of a director, a violation of Section 10A-2A-8.32;

(5) a provision permitting or making obligatory Page 39 SB112 Enrolled indemnification of a director for liability as defined in Section 10A-2A-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 corporation or its stockholders, (iii) a violation of Section 10A-2A-8.32, or (iv) an intentional violation of criminal law;

Page 40 SB112 Engrossed (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-2A-1.20(c).

Page 40 SB112 Enrolled (i) the individual's spouse;

(f) The certificate of incorporation may not contain any provision that would impose liability on a stockholder for Page 41 SB112 Engrossed the attorney's fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in Section 10A-2A-2.07(d).

(g) The certificate of incorporation is part of a binding contract between the corporation and the stockholders, Page 41 SB112 Enrolled subject to the provisions of this chapter.

Any amendment, repeal, or elimination of a provision in the certificate of incorporation pursuant to subsection (b)(4) shall not affect Page 42 SB112 Engrossed its application with respect to an act or omission by a director or officer occurring before the amendment, repeal, or elimination unless the provision in the certificate of incorporation provides otherwise at the time of the act or omission." Page 42 SB112 Enrolled "§10A-2A-6.21 (a) The powers granted in this section to the board of directors may be reserved to the stockholders by the certificate of incorporation.

(c)(d) Before the corporation issues stock pursuant to subsection (b) or subsection (c), the board of directors or Page 43 SB112 Engrossed the person or body authorized pursuant to subsection (c) shall determine that the consideration received or to be received for stock to be issued is adequate.

That determination by the board of directors or the person or body authorized pursuant to subsection (c) is conclusive insofar as the adequacy of Page 43 SB112 Enrolled consideration for the issuance of stock relates to whether the stock is validly issued, fully paid, and nonassessable.

The board of directors shall determine (i) the Page 44 SB112 Engrossed terms and conditions upon which the rights, options, or warrants are issued;

The authorization by the board Page 44 SB112 Enrolled of directors for the corporation to issue rights, options, or warrants constitutes authorization of the issuance of the stock or other securities for which the rights, options, or warrants are exercisable.

(c) Any provision in a resolution contemplated by Page 45 SB112 Engrossed subsection (a) or subsection (b) may be made dependent on facts ascertainable outside the resolution, which facts shall be determined in accordance with Section 10A-2A-1.20(c).

Page 45 SB112 Enrolled (1) preclude or limit the exercise, transfer, or receipt of rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or by any transferee or transferees of that person or persons, or (2) invalidate or void rights, options, or warrants held by that person or persons or any of that person's transferee or transferees.

(c)(e) The board of directors or the person or body authorized pursuant to subsection (b) may authorize one or more officers to (i) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of stock and (ii) determine, within an amount and subject to any other limitations established by the board of directors, the person or body authorized pursuant to subsection (b) and, if applicable, the stockholders, the number of the rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use that authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of rights, options, Page 46 SB112 Engrossed warrants, or other equity compensation awards." "§10A-2A-6.31 (a) A corporation may acquire its own stock, and, unless otherwise provided in the certificate of incorporation, the stock so acquired constitutes shall constitute authorized Page 46 SB112 Enrolled but unissued stock., provided, however, that:

(b) If the board of directors has determined that any acquired stock was to be authorized, issued, but not outstanding in accordance with subsection (a)(3), then the board of directors may thereafter determine that the acquired stock shall be converted to stock that is authorized but not issued." "§10A-2A-7.04 Page 47 SB112 Engrossed (a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are Page 47 SB112 Enrolled signed by the holders of outstanding stock having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares of stock entitled to vote on the action were present and voted;

If not otherwise fixed under Section 10A-2A-7.07 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the Page 48 SB112 Engrossed resolution of the board of directors taking the prior action is adopted.

No written consent of the stockholders shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent is delivered to the corporation as required by this section, Page 48 SB112 Enrolled written consents signed by sufficient stockholders to take the action have been delivered to the corporation.

Unless the certificate of incorporation, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, Page 49 SB112 Engrossed the action taken by written consent shall be effective when written consents signed by sufficient stockholders to take the action have been delivered to the corporation.

(d) If this chapter requires that notice of a proposed action be given to nonvoting stockholders and the action is to Page 49 SB112 Enrolled be taken by written consent of the voting stockholders, the corporation shall give its nonvoting stockholders written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the corporation, or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c).

The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to voting stockholders in a notice of a meeting at Page 50 SB112 Engrossed which the action would have been submitted to the stockholders for action.

(f) The notice requirements in subsections (d) and (e) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with those notice Page 50 SB112 Enrolled requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a stockholder adversely affected by a failure to give the notice within the required time period." "§10A-2A-7.05 (a) A corporation shall notify stockholders of the place, if any, date, and time of each annual and special stockholders' meeting no fewer than 10 nor more than 60 days before the meeting date.

Page 51 SB112 Engrossed (b) Unless this chapter or the certificate of incorporation requires otherwise, the notice of an annual meeting of stockholders need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting of stockholders must Page 51 SB112 Enrolled include a description of the purpose or purposes for which the meeting is called.

If a new record date for the adjourned meeting is or must be fixed under Section 10A-2A-7.07, however, notice of the adjourned meeting shall be Page 52 SB112 Engrossed given under this section to stockholders entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting." "§10A-2A-10.05 Unless the certificate of incorporation provides Page 52 SB112 Enrolled otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without stockholder approval:

(f) to reflect a reduction in authorized stock, as a result of the operation of Section 10A-2A-6.31(b) Page 53 SB112 Engrossed 10A-2A-6.31(a)(2), when the corporation has acquired its own stock and the certificate of incorporation prohibits the reissue of the acquired stock;

(g) to delete a class of stock from the certificate of incorporation, as a result of the operation of Section Page 53 SB112 Enrolled 10A-2A-6.31(b) 10A-2A-6.31(a)(2), when there is no remaining stock of the class because the corporation has acquired all stock of the class and the certificate of incorporation prohibits the reissue of the acquired stock;

(c) A corporation that restates its certificate of Page 54 SB112 Engrossed incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth:

Page 54 SB112 Enrolled (3) a statement that the restated certificate of incorporation consolidates all amendments into a single document;

Page 55 SB112 Engrossed (b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing a certificate of amendment setting forth:

Page 55 SB112 Enrolled (3) the date of the court's order or decree approving the certificate of amendment;

(b)(2) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or Page 56 SB112 Engrossed otherwise encumber any or all of the corporation's assets, regardless of whether in the usual and regular course of business;

(c)(3) to transfer any or all of the corporation's assets to one or more corporations, foreign corporations, or Page 56 SB112 Enrolled other entities all of the stock or interests of which are owned by the corporation;

or (2) In lieu of the secured party or other creditor exercising such rights, the board of directors of the corporation authorizes an alternative sale, lease, exchange, or other disposition of those assets, whether with the secured party or other creditor, that results in the reduction or Page 57 SB112 Engrossed elimination of the total liabilities or obligations secured by those assets, provided that (i) the value of those assets is less than or equal to the total amount of the liabilities or obligations being eliminated or reduced and (ii) the sale, lease, exchange, or other disposition of those assets is not Page 57 SB112 Enrolled prohibited by the law governing the mortgage, pledge, dedication, or encumbrance.

(d) A provision of the certificate of incorporation that requires the authorization or consent of stockholders for Page 58 SB112 Engrossed a sale, lease, exchange, or other disposition of the corporation's assets shall not apply to a transaction permitted by subsection (b) unless that provision expressly so requires." "§10A-2A-13.02 Page 58 SB112 Enrolled (a) A stockholder is entitled to appraisal rights, and to obtain payment of the fair value of that stockholder's stock, in the event of any of the following corporate actions:

(3) consummation of a disposition of assets pursuant to Section 10A-2A-12.02 if the stockholder is entitled to vote on the disposition, except that appraisal rights shall not be available to any stockholder of the corporation with respect to stock of any class or series if (i)(A) under the terms of Page 59 SB112 Engrossed the corporate action approved by the stockholders there is to be distributed to stockholders in cash the corporation's net assets, in excess of a reasonable amount reserved to meet claims of the type described in Section 10A-2A-14.06 and Section 10A-2A-14.07, (A)(I) within one year after the Page 59 SB112 Enrolled stockholders' approval of the action and (B)(II) in accordance with their respective interests determined at the time of distribution, and (ii)(B) the disposition of assets is not an interested transaction, or (ii) the certificate of incorporation states that no stockholder shall be entitled to appraisal rights with respect to the consummation of a disposition of assets pursuant to Section 10A-2A-12.02;

(6) consummation of a conversion of a corporation to a foreign corporation pursuant to Article 9 of this chapter or Article 8 of Chapter 1 if the stockholder does not receive stock in the foreign corporation resulting from the conversion that has terms as favorable to the stockholder in all material respects, and represents at least the same percentage interest Page 60 SB112 Engrossed of the total voting rights of the outstanding stock of the foreign corporation, as the stock held by the stockholder before the conversion;

(7) consummation of a conversion of a corporation to a nonprofit corporation pursuant to Article 9 of this chapter of Page 60 SB112 Enrolled or Article 8 of Chapter 1;

(i) the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the corporate action requiring appraisal rights or, in the case of an offer made pursuant to Section Page 61 SB112 Engrossed 10A-2A-11.04(j), the date of the offer;

or (ii) if there is no meeting of stockholders and no offer made pursuant to Section 10A-2A-11.04(j), the day before the consummation of the corporate action or effective date of the amendment of the certificate of incorporation, as Page 61 SB112 Enrolled applicable.

(3) Subsection (b)(1) shall not be applicable and appraisal rights shall be available pursuant to subsection (a) for the holders of any class or series of stock (i) who are required by the terms of the corporate action requiring appraisal rights to accept for their stock anything other than cash or stock of any class or any series of stock of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection (b)(1) at the time the corporate action becomes effective, or (ii) in the case of the consummation of a disposition of assets pursuant to Section 10A-2A-12.02, unless the cash, stock, or proprietary interests received in the disposition are, under the terms of the corporate action approved by the stockholders, to be distributed to the stockholders, as part of a distribution to stockholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in Sections 10A-2A-14.06 and 10A-2A-14.07, (A) within one year after the stockholders' approval of the action, and (B) in accordance with their respective interests determined at the time of the distribution, or (iii) in the case of the consummation of a disposition of assets pursuant to Section 10A-2A-12.02, unless the certificate of Page 62 SB112 Engrossed incorporation states that no stockholder shall be entitled to appraisal rights with respect to the consummation of a disposition of assets pursuant to Section 10A-2A-12.02.

(4) Subsection (b)(1) shall not be applicable and appraisal rights shall be available pursuant to subsection (a) Page 62 SB112 Enrolled for the holders of any class or series of stock where the corporate action is an interested transaction.

(c) Notwithstanding any other provision of this Section 10A-2A-13.02, the certificate of incorporation as originally filed or any amendment to the certificate of incorporation may limit or eliminate appraisal rights for any class or series of preferred stock, except that (i) no limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group (alone or as part of a group) on the action or if the action is a conversion or merger in which the converted organization or the surviving organization is not a corporation or foreign corporation, and (ii) any limitation or elimination contained in an amendment to the certificate of incorporation that limits or eliminates appraisal rights for any stock that is outstanding immediately before the effective date of the amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of the amendment shall not apply to any corporate action that becomes effective within one year after the effective date of the amendment if that action would otherwise afford appraisal rights." "§10A-2A-14.05 Page 63 SB112 Engrossed (a) A dissolved corporation continues its existence as a corporation but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:

Page 63 SB112 Enrolled (2) disposing of its properties that will not be distributed in kind to stockholders;

Page 64 SB112 Engrossed (3) subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this chapter;

Page 64 SB112 Enrolled (ii) provisions for selection, resignation, or removal of its directors or officers or both;

Page 65 SB112 Engrossed (1) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-3A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a nonprofit corporation with the Secretary of State under this Page 65 SB112 Enrolled chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation.

(2) BOARD or BOARD OF DIRECTORS means the group of individuals responsible for the management or direction, and Page 66 SB112 Engrossed oversight, of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the group or other persons authorized to perform the functions of the board of directors.

(3) BUSINESS CORPORATION, except in the phrase foreign Page 66 SB112 Enrolled business corporation, means an entity incorporated or existing under the Alabama Business Corporation Law.

Page 67 SB112 Engrossed (9) EFFECTIVE DATE when referring to a document accepted for filing by the Secretary of State, means the time and date determined in accordance with Article 4 of Chapter 1.

Page 67 SB112 Enrolled (11) ELECTRONIC MAIL ADDRESS means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the "local part" of the address) and a reference to an internet domain (commonly referred to as the "domain part" of the address), whether or not displayed, to which electronic mail can be sent or delivered.

(16) FOREIGN BUSINESS CORPORATION means a business corporation incorporated under a law other than the law of Page 68 SB112 Engrossed this state which would be a business corporation if incorporated under the law of this state.

(17) FOREIGN NONPROFIT CORPORATION means a nonprofit corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if Page 68 SB112 Enrolled incorporated under the law of this state.

(i) the right to receive distributions from that Page 69 SB112 Engrossed organization either in the ordinary course or upon liquidation;

or (ii) the right to receive notice or vote on issues involving that organization's internal affairs, other than as an agent, assignee, proxy, or person responsible for managing Page 69 SB112 Enrolled that organization's business and affairs.

(1) matters included in the certificate of Page 70 SB112 Engrossed incorporation upon filing;

(3) conversion or merger under Article 13 or Article 12, 90 days after a statement of conversion or statement of Page 70 SB112 Enrolled merger becomes effective;

(27) MEMBERSHIP or MEMBERSHIP INTERESTS means the rights and any obligations of a member in a membership Page 71 SB112 Engrossed nonprofit corporation or a foreign membership nonprofit corporation.

(28) MEMBERSHIP NONPROFIT CORPORATION means, except as provided in Section 10A-3A-14.01(c)(1), a nonprofit corporation whose certificate of incorporation provides that Page 71 SB112 Enrolled it will have members.

(33) PRIVATE ORGANIZATIONAL DOCUMENTS means (i) the bylaws of a nonprofit corporation, foreign nonprofit corporation, business corporation, or foreign business corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity or foreign unincorporated entity, are binding on all its interest holders, and are not part of its public organic Page 72 SB112 Engrossed record, if any.

Page 72 SB112 Enrolled (35) PUBLIC ORGANIC RECORD means (i) the certificate of incorporation of a nonprofit corporation, foreign nonprofit corporation, business corporation, or foreign business corporation, or (ii) the document, if any, the filing of which is required to create an unincorporated entity or foreign unincorporated entity, or which creates the unincorporated entity or foreign unincorporated entity and is required to be filed.

(38) SHARES means the units into which the proprietary Page 73 SB112 Engrossed interests in a domestic or foreign business corporation are divided.

or (ii) formed under a governing statute, regardless of whether some entities formed under that Page 73 SB112 Enrolled law are subject to provisions of that law that create different categories of the form of entity.

(43) VOTING GROUP means one or more classes of members Page 74 SB112 Engrossed that under the certificate of incorporation, bylaws, or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members.

All members entitled by the certificate of incorporation, bylaws, or this chapter to vote generally on the matter are for that purpose a Page 74 SB112 Enrolled single voting group.

(b) If the ratification of the defective corporate action requires approval by the members under Section 10A-3A-1.22(c), and if the approval is to be given at a meeting, the membership nonprofit corporation shall notify each holder of valid and putative membership interests, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of (i) the date of the action by the board of directors under Section 10A-3A-1.22(a) which shall be the record date and (ii) the date of the occurrence of the defective corporate action, provided that notice shall not be required to be given to holders of valid or putative membership interests whose identities or addresses for notice cannot be determined from the records of the membership Page 75 SB112 Engrossed nonprofit corporation.

The notice must state that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action and must be accompanied by (i) either a copy of the action taken by the board of directors in accordance with Section 10A-3A-1.22(a) Page 75 SB112 Enrolled or the information required by Section 10A-3A-1.22(a)(1) through (a)(4), and (ii) a statement that any claim that the ratification of the defective corporate action and any putative membership interest issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.

(e) Putative membership interest interests on the record date for determining the members entitled to vote on any matter submitted to members under Section 10A-3A-1.22(c) of the action by the board of directors under Section Page 76 SB112 Engrossed 10A-3A-1.22(a) (and without giving effect to any ratification of putative membership interests that becomes effective as a result of the vote) shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.

Page 76 SB112 Enrolled (f) If the approval under this section of putative membership interests would result in an overissue, in addition to the approval required by Section 10A-3A-1.22, approval of an amendment to the certificate of incorporation under Article 9 to increase the number of membership interests of an authorized class or to authorize the creation of a class of membership interests so there would be no overissue shall also be required.

"§10A-3A-1.26 (a) If the defective corporate action ratified under Page 77 SB112 Engrossed this Division B of Article 1 would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously made in respect of the defective corporate action and instrument to be delivered to a filing officer for filing and Page 77 SB112 Enrolled either (i) the filing instrument requires any change to give effect to the defective corporate action in accordance with Division B of Article 1 (including any change to the date and time of the effectiveness of the filing instrument) or (ii) a filing instrument under any other section of this chapter was not previously delivered to a filing officer for filing in respect of the defective corporate action, then, in lieu of a filing instrument otherwise required by this chapter, the nonprofit corporation shall file deliver a certificate of validation to the appropriate filing officer for filing in accordance with this section, and that certificate of validation shall serve to amend or substitute for any other filing instrument with respect to the defective corporate action required by this chapter.

(3) the defective corporate action that is the subject of the certificate of validation (including, in the case of any defective corporate action involving the issuance of putative membership interests, the number and type of shares of putative membership interests issued and the date or dates Page 78 SB112 Engrossed upon which that putative membership interest was purported to have been issued);

Page 78 SB112 Enrolled (6)(3) a statement that the defective corporate action was ratified in accordance with Section 10A-3A-1.22, including the date on which the board of directors ratified that defective corporate action, and if applicable, the date on which the members approved the ratification of that defective corporate action, and the date on which the person or group of persons specified in the certificate of incorporation approved the ratification of that defective corporate action;

(2)(1) if a filing instrument was previously made delivered to a filing officer for filing in respect of the Page 79 SB112 Engrossed defective corporate action and that filing instrument requires any change to give effect to the ratification of that defective corporate action in accordance with Section 10A-3A-1.22, the certificate of validation must set forth (i) the name, title, and filing date of the filing instrument Page 79 SB112 Enrolled previously made delivered to a filing officer for filing and any certificate of correction to that filing instrument, and (ii) a statement that a filing instrument containing all of the information required to be included under the applicable section or sections of this chapter to give effect to that defective corporate action is attached as an exhibit to the certificate of validation, and (iii) the date and time that filing instrument is deemed to have become effective;

Page 80 SB112 Engrossed (a) The certificate of incorporation must set forth:

(2) the street and mailing address of the nonprofit corporation's initial registered office, the county within Page 80 SB112 Enrolled 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;

(iv) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of Page 81 SB112 Engrossed members;

Page 81 SB112 Enrolled (vii) provisions for the election, appointment, or designation of directors;

(5) a provision permitting or making obligatory Page 82 SB112 Engrossed 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 Page 82 SB112 Enrolled nonprofit corporation or its members, (iii) a violation of Section 10A-3A-8.32, or (iv) an intentional violation of criminal law;

(d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside Page 83 SB112 Engrossed the certificate of incorporation in accordance with Section 10A-3A-1.04.

(ii) a child, stepchild, grandchild, parent, stepparent, grandparent, sibling, Page 83 SB112 Enrolled stepsibling, half sibling, aunt, uncle, niece, or nephew (or spouse of any such person) of the individual or of the individual's spouse;

(g) The certificate of incorporation is a part of a binding contract between the nonprofit corporation and (i) the Page 84 SB112 Engrossed members in a membership nonprofit corporation and (ii) the directors in a nonmembership nonprofit corporation, subject to the provisions of this chapter.

(h) For purposes of subsection (b)(4) only, unless the certificate of incorporation otherwise provides, "officer" Page 84 SB112 Enrolled means an individual appointed or elected in accordance with Section 10A-3A-8.40 as (i) president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, secretary, controller, treasurer, or chief accounting officer of the nonprofit corporation and (ii) any officer of the nonprofit corporation designated by resolution of the board of directors as an "officer" for purposes of subsection (b)(4).

Any amendment, repeal, or elimination of a provision in the certificate of incorporation pursuant to subsection (b)(4) shall not affect its application with respect to an act or omission by a director or officer occurring before the amendment, repeal, or Page 85 SB112 Engrossed elimination unless the provision in the certificate of incorporation provides otherwise at the time of the act or omission." "§10A-3A-7.04 (a) Unless otherwise provided in the certificate of Page 85 SB112 Enrolled incorporation;, any action required or permitted by this chapter to be taken at any meeting of the members may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the members having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all members entitled to vote on the action were present and voted.

If not otherwise fixed under Section 10A-3A-7.07 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of Page 86 SB112 Engrossed business on the day the resolution of the board of directors taking the prior action is adopted.

No written consent of a member shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent is delivered to the membership Page 86 SB112 Enrolled nonprofit corporation as required by this section, written consents signed by sufficient members to take the action have been delivered to the membership nonprofit corporation.

Unless the certificate of Page 87 SB112 Engrossed incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient members to take the action have been delivered to the Page 87 SB112 Enrolled membership nonprofit corporation.

If the board of Page 88 SB112 Engrossed directors has authorized participation by means of remote communication pursuant to Section 10A-3A-7.09 for any class of members or voting group, the notice to that class of members or voting group must describe the means of remote communication to be used.

The notice must include the record Page 88 SB112 Enrolled date for determining the members entitled to vote at the meeting, if that date is different from the record date for determining members entitled to notice of the meeting.

Page 89 SB112 Engrossed (e) Unless the certificate of incorporation or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different place, if any, date, or time (including an adjournment taken to address a technical failure to convene or continue a meeting using Page 89 SB112 Enrolled remote communication pursuant to Section 10A-3A-7.09), notice need not be given of the new place, if any, date, or time if the new place, if any, date, or time is (i) announced at the meeting before adjournment or (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable members and proxy holders to participate in the meeting by means of remote communication.

and (2) an amendment adopted by the board of directors Page 90 SB112 Engrossed under this section must also be approved by that person or group of persons, if any, whose approval is required by the certificate of incorporation in accordance with Section 10A-3A-9.30.

"§10A-3A-9.07 Page 90 SB112 Enrolled (a)(1) A membership nonprofit corporation's board of directors may restate its certificate of incorporation at any time, without member the approval of the members or any person or group of persons specified in the certificate of incorporation, to consolidate all amendments into a single document.

(2) A nonmembership nonprofit corporation's board of directors may restate its certificate of incorporation at any Page 91 SB112 Engrossed time without the approval of any person or group of persons specified in the certificate of incorporation to consolidate all amendments into a single document.

Unless the certificate of incorporation of a nonmembership nonprofit corporation provides otherwise, the restated certificate of incorporation Page 91 SB112 Enrolled may amend the certificate of incorporation with those amendments that the board of directors is permitted to adopt in accordance with Section 10A-3A-9.05 without the approval of any person or group of persons specified in the certificate of incorporation.

Page 92 SB112 Engrossed (3) a statement that the restated certificate of incorporation consolidates all amendments into a single document;

(4) if a new amendment is included in the restated certificate of incorporation, the statements required under Page 92 SB112 Enrolled Section 10A-3A-9.06 with respect to the new amendment;

(b)(2) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or Page 93 SB112 Engrossed otherwise encumber any or all of the membership nonprofit corporation's assets, regardless of whether in the usual and regular course of its activities;

or (c)(3) to transfer any or all of the membership nonprofit corporation's assets to one or more corporations or Page 93 SB112 Enrolled other entities all of the memberships or interests of which are owned by the membership nonprofit corporation.

or (2) In lieu of the secured party or other creditor exercising such rights, the board of directors of the membership nonprofit corporation authorizes an alternative sale, lease, exchange, or other disposition of those assets, Page 94 SB112 Engrossed whether with the secured party or other creditor, that results in the reduction or elimination of the total liabilities or obligations secured by those assets, provided that (i) the value of those assets is less than or equal to the total amount of the liabilities or obligations being eliminated or Page 94 SB112 Enrolled reduced and (ii) the sale, lease, exchange, or other disposition of those assets is not prohibited by the law governing the mortgage, pledge, dedication, or encumbrance.

The preceding sentence shall not apply to a proceeding against the membership nonprofit corporation and any other necessary parties to enjoin the sale, lease, exchange, or other disposition of the membership nonprofit corporation's assets before the consummation thereof and shall not eliminate any liability for monetary damages for any claim, including a claim in the right of the membership nonprofit corporation, based upon a violation of a duty by a current or former Page 95 SB112 Engrossed director or officer, or other person.

(d) A provision of the certificate of incorporation that requires the authorization or consent of members or any person or group of persons specified in the certificate of incorporation for a sale, lease, exchange, or other Page 95 SB112 Enrolled disposition of the membership nonprofit corporation's assets shall not apply to a transaction permitted by subsection (b) unless that provision expressly so requires.

(b) Unless the certificate of incorporation otherwise provides, without limiting the rights of a secured party under applicable law, no approval by any person or group of persons specified in the certificate of incorporation shall be Page 96 SB112 Engrossed required by this section for a sale, lease, exchange, or other disposition of any of the nonmembership nonprofit corporation's assets if those assets are mortgaged, pledged, dedicated to the repayment of indebtedness, or otherwise encumbered for the benefit of a secured party or other Page 96 SB112 Enrolled creditor and either:

The provision of consideration to the nonmembership nonprofit corporation shall not create a presumption that the value of the assets is greater than the total amount of the liabilities Page 97 SB112 Engrossed or obligations being eliminated or reduced.

(c) A failure to satisfy the condition in subsection (b)(2)(i) shall not result in the invalidation of a sale, lease, exchange, or other disposition of the nonmembership nonprofit corporation's assets if the transferee of those Page 97 SB112 Enrolled assets (i) provided value therefor (which may include the reduction or elimination of the total liabilities or obligations secured by those assets) and (ii) acted in good faith (as defined in Section 7-1-201(b)).

"§10A-3A-10.04 (a) The certificate of incorporation of a membership nonprofit corporation may require that a disposition of assets Page 98 SB112 Engrossed under either or both Section 10A-3A-10.01 and Section 10A-3A-10.02 be approved in writing by a specified person or group of persons in addition to the board of directors and members.

(b) The certificate of incorporation of a nonmembership Page 98 SB112 Enrolled nonprofit corporation may require that a disposition of assets under Section 10A-3A-10.03 be approved in writing by a specified person or group of persons in addition to the board of directors.

(b) In winding up its activities and affairs, a Page 99 SB112 Engrossed dissolved nonprofit corporation may:

Page 99 SB112 Enrolled (3) transfer the nonprofit corporation's assets;

Page 100 SB112 Engrossed (d) A distribution in liquidation under this section may only be made by a dissolved nonprofit corporation.

Page 100 SB112 Enrolled (1) DISQUALIFIED PERSON.

and Page 101 SB112 Engrossed c.

A limited liability company in which all the members are qualified persons with respect to the professional Page 101 SB112 Enrolled corporation.

Any state, other than Alabama this state, or territory of the United States or the District of Columbia which allows individuals authorized to render professional services in Alabama this state and not in the other state, or partnerships of the individuals, or domestic professional corporations or professional associations owned by the individuals to own shares of stock in professional corporations or to be members of professional associations organized under its laws." "§10A-4-2.01 DomesticA domestic professional corporations corporation may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession, except that the same professional corporation or nonprofit professional corporation may render medical, dental, and other health related services for the purpose of, and shall have the power to render, professional services if the domestic professional Page 102 SB112 Engrossed corporation complies with the rules of the licensing authority for such profession;

provided that in the case of a professional corporation, at least one shareholder stockholder of the professional corporation is duly licensed to provide each professional service for which the professional Page 102 SB112 Enrolled corporation is organized, or, in the case of a nonprofit professional corporation, all of the professional services rendered by the professional corporation are rendered by persons duly licensed to render the professional service." "§10A-4-2.02 (a) Any corporation whose certificate of formation incorporation includes as a stated purpose the performance of professional services may be incorporated under this chapter by stating in its certificate of formation incorporation that it is incorporated under this chapter.

A domestic nonprofit professional corporation which is subject to this chapter shall cease being governed by this chapter and shall be Page 103 SB112 Engrossed governed by the Alabama Nonprofit Corporation Law, if it is a domestic corporation, if it amends its certificate of formation incorporation to delete the statement that it is organized under this chapter, and conforms its certificate of incorporation to the Alabama Nonprofit Corporation Law and, if Page 103 SB112 Enrolled it is a foreign corporation, complies with the provisions of this title applicable to foreign entities.

(b) A domestic professional corporation shall not engage in any profession other than the profession or professions permitted by its certificate of formation incorporation, except that a domestic professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or any other type investment." "§10A-4-2.04 Page 104 SB112 Engrossed A professional corporation, domestic or foreign, may render professional services in Alabama this state only through individuals permitted to render the services in Alabama this state;

but nothing in this chapter shall be construed to require that any individual who is employed by a Page 104 SB112 Enrolled professional corporation be licensed to perform services for which no license is otherwise required or to prohibit the rendering of professional services by a licensed individual acting in his or her that person's individual capacity, notwithstanding the individual may be a shareholder stockholder, member, director, officer, employee, or agent of a professional corporation, domestic or foreign." "§10A-4-3.01 (a) A domestic professional corporation may issue shares, fractional shares stock, fractions of a share of stock, and rights or options to purchase shares stock only to qualified persons.

(c) A shareholder stockholder of a domestic Page 105 SB112 Engrossed professional corporation may transfer or pledge shares, fractional shares stock, fractions of a share of stock, and rights or options to purchase shares stock of the professional corporation only to qualified persons.

(d) Any issuance or transfer of shares stock in Page 105 SB112 Enrolled violation of this section shall be void, however, nothing contained herein shall prohibit the transfer of shares stock of a domestic professional corporation by operation of law or court decree.

A licensing authority may, within its rule-making power, by rule further restrict, condition, or abridge membership in domestic nonprofit corporations, but no rule shall, of itself, have the effect of causing a member of a domestic nonprofit professional corporation at the time the rule becomes effective to become a disqualified person unless and to the extent specified by the licensing authority." "§10A-4-3.02 (a) Upon the death of a shareholder stockholder of a domestic professional corporation, or if a shareholder stockholder of a domestic professional corporation becomes a disqualified person, or if shares stock of a domestic professional corporation are is transferred by operation of law or court decree to a disqualified person, the shares of stock owned by the deceased shareholder stockholder or of the Page 106 SB112 Engrossed disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the domestic professional corporation to the extent of funds which may be legally made available for the purchase.

(b) If the price for the shares stock is not fixed by Page 106 SB112 Enrolled the governing documents of the domestic professional corporation or by private agreement, the domestic professional corporation, within six months after the death or 30 days after the disqualification or transfer, as the case may be, shall make a written offer to pay for the shares stock at a specified price deemed by the domestic professional corporation to be the fair value thereof as of the date of the death, disqualification, or transfer.

(c) If within 30 days after the date of the written offer from the domestic professional corporation the fair value of the shares stock is agreed upon between the disqualified person and the domestic professional corporation, payment therefor shall be made within 90 days, or other period as the parties may fix by agreement, after the date of the offer, upon surrender of the certificate or certificates Page 107 SB112 Engrossed representing the shares stock.

(d) If within 30 days from the date of the written offer from the domestic professional corporation, the Page 107 SB112 Enrolled disqualified person and the domestic professional corporation do not so agree, then either party may commence a civil action in the designated court, and if none, in the circuit court for the county in which the domestic professional corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the domestic professional corporation's most recent registered office is located requesting that the fair value of the shares stock be found and determined.

The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a Page 108 SB112 Engrossed decision on the question of fair value.

(e) The judgment shall include an allowance for interest at the rate the court finds to be fair and equitable Page 108 SB112 Enrolled in all the circumstances, from the date of death, disqualification, or transfer.

(g) If a purchase, redemption, or transfer of the shares stock of a deceased stockholder or disqualified shareholder person or of a transferee who is a disqualified Page 109 SB112 Engrossed person is not completed within 12 months after the death of the deceased shareholder stockholder or 12 months after the disqualification or transfer, as the case may be, the domestic professional corporation shall forthwith cancel the shares stock on its books and the disqualified person shall have no Page 109 SB112 Enrolled further interest as a shareholder stockholder in the domestic professional corporation other than his or her the disqualified person's right to payment for the shares stock under this section.

or (C) if the certificate incorporation does not (i) provide that the acquired stock shall constitute authorized but unissued stock, (ii) prohibit the reissuance of the acquired stock, or (iii) provide that the acquired stock shall Page 110 SB112 Engrossed constitute authorized, issued, but not outstanding stock, then the board of directors may determine, at or prior to the time of the acquisition, that the acquired stock will constitute authorized, issued, but not outstanding stock.

(2) If the board of directors determines that any Page 110 SB112 Enrolled acquired stock was to be authorized, issued, but not outstanding in accordance with subsection (h)(1)(C), then the board of directors may thereafter determine that the acquired stock shall be converted to stock that is authorized but not issued.

however, no purchase of or payment for the shares stock shall Page 111 SB112 Engrossed be made at a time when the domestic professional corporation is insolvent or when the purchase or payment would make it insolvent.

Any Page 111 SB112 Enrolled member of a corporation who becomes a disqualified person must cease being a member not more than 12 months after the date of disqualification if he or she is then a disqualified person." "§10A-4-3.03 (a) Every individual who renders professional services as an employee of a domestic or professional corporation shall be liable for any negligent or wrongful act or omission in which he or she that individual personally participates to the same extent as if he or she that individual rendered the services as a sole practitioner.

(c) The Except as otherwise provided in subsection (a), the personal liability of a member, employee, director, or officer of a domestic nonprofit professional corporation shall be no greater in any respect than that of a member, employee, director, or officer of a corporation organized under governed Page 112 SB112 Engrossed by the Alabama Nonprofit Corporation Law.

(d) The Except as otherwise provided in subsection (a), the personal liability of a shareholder stockholder, member, employee, director, or officer of a foreign professional corporation shall be determined under the law of the Page 112 SB112 Enrolled jurisdiction in which it is organized." "§10A-4-3.05 A voting trust with respect to shares stock of a domestic professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that a voting trust may be validly continued for a period of 12 months after the death of a deceased beneficiary or after a beneficiary has become a disqualified person." "§10A-4-3.06 At least one director of a domestic professional corporation and the president of a domestic professional corporation shall be qualified persons with respect to the domestic professional corporation;

provided, however, that the foregoing restriction shall not apply for a period of 12 months after the death of the sole shareholder stockholder of a domestic professional corporation." "§10A-4-4.01 Administrators, executors, guardians, conservators, or receivers of the estates of shareholders stockholders of a domestic professional corporation who hold all of the outstanding shares stock of the domestic professional corporation may amend the certificate of formation Page 113 SB112 Engrossed incorporation by signing a written consent to the certificate of amendment and delivering the certificate of amendment for filing to the Secretary of State.

The certificate of amendment shall set forth, in addition to the information required to be included in the certificate of amendment by the Alabama Page 113 SB112 Enrolled Business Corporation Law, a statement that the administrators, executors, guardians, conservators, or receivers own all the outstanding shares stock." "§10A-4-4.02 (a) A domestic professional corporation may convert to or merge with another corporation, professional corporation, or another type of entity, domestic or foreign, if permitted under the Alabama Business Corporation Law, the Alabama Nonprofit Corporation Law, or may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1.

(1) The surviving corporation shall be a domestic professional corporation, Page 114 SB112 Engrossed (2) The following terms, when used in the Alabama Business Corporation Law to refer to an unincorporated professional association, shall have the following meanings:

Page 114 SB112 Enrolled b.

Page 115 SB112 Engrossed (1) A domestic professional corporation incorporated under this chapter would be allowed to register or procure a certificate of authority or equivalent authorization to render professional services in the state under whose laws the foreign professional corporation is organized;

Page 115 SB112 Enrolled (2) The foreign professional corporation meets the requirements of Section 10A-4-2.01;

(6) The foreign professional corporation includes in its application a statement acknowledging that it will be Page 116 SB112 Engrossed subject to the jurisdiction of the Alabama regulatory and licensing authorities with respect to any professional services rendered to clients or patients in Alabama this state.

(b) No foreign professional corporation shall maintain Page 116 SB112 Enrolled an office in Alabama this state for the conduct of business or professional practice until it has obtained a certificate of authority to render professional services in Alabama this state." "§10A-4-5.03 The certificate of authority of a foreign professional corporation may be revoked by the Secretary of State if the foreign professional corporation fails to comply with any provision of this chapter applicable to it the foreign professional corporation.

No certificate of authority of a foreign professional corporation shall be revoked by the Secretary of State unless he or she the Secretary of State shall have given the foreign professional corporation not less Page 117 SB112 Engrossed than 60 days' notice thereof and the foreign professional corporation shall fail prior to revocation to correct the noncompliance." "§10A-4-5.04 (a) Every business professional corporation, domestic Page 117 SB112 Enrolled or foreign, is required to file an annual report under the Alabama Business Corporation Law, and shall include in the annual report, in addition to the items required by the Alabama Business Corporation Law:

(b) Financial information contained in the annual report of a professional corporation, other than the amount of stated capital of the corporation, shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the information is required for evidence in any criminal proceedings or in any other action by the State of Alabama." "§10A-4-5.05 (a) Each licensing authority of Alabama this state may propound to any professional corporation, domestic or foreign, Page 118 SB112 Engrossed organized to practice a profession within the jurisdiction of the licensing authority, and to any officer or director thereof, the interrogatories as may be reasonably necessary and proper to enable the licensing authority to ascertain whether the professional corporation has complied with all the Page 118 SB112 Enrolled provisions of this chapter applicable to the professional corporation.

(b) Interrogatories propounded by a licensing authority and the answers thereto shall not be open to public inspection nor shall the licensing authority disclose any facts or information obtained therefrom except insofar as its official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by the State of Alabama this state." "§10A-4-5.06 Page 119 SB112 Engrossed (a) Each officer and director of a professional corporation, domestic or foreign, who signs any articles certificate, statement, report, application, answer to an interrogatory, or other document filed pursuant to this article with the licensing authority having jurisdiction which Page 119 SB112 Enrolled is known to the officer or director to be false in any material respect, shall be deemed to be guilty of a Class C misdemeanor.

The repeal of a prior act by this chapter shall Page 120 SB112 Engrossed not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in Alabama this state to continue to do so without again qualifying to render Page 120 SB112 Enrolled professional services in Alabama this state.

(d) The provisions of this chapter shall not apply to any unincorporated professional association now in existence under Section 10A-30-1.01, or to any domestic nonprofit corporation rendering professional services unless the association or nonprofit corporation voluntarily becomes subject to this chapter as herein provided, and nothing contained in this chapter shall alter or affect any existing or future right or privilege permitting or not prohibiting performance of professional services through the use of any Page 121 SB112 Engrossed other form of business organization." "§10A-5A-1.08 (a) Except as otherwise provided in subsections (b) and (c):

(1) the limited liability company agreement governs Page 121 SB112 Enrolled relations among the members as members and between the members and the limited liability company;

(2) A written limited liability company agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement, but a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied Page 122 SB112 Engrossed contractual covenant of good faith and fair dealing.

(3) A member or other person shall not be liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by a limited liability company agreement for breach of fiduciary duty for Page 122 SB112 Enrolled the member's or other person's good faith reliance on the limited liability company agreement.

(5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting member's or transferee's proportionate interest in a limited liability company, subordinating the member's or transferee's transferable interest to that of non-defaulting members or Page 123 SB112 Engrossed transferees, forcing a sale of that transferable interest, forfeiting the defaulting member's or transferee's transferable interest, the lending by other members or transferees of the amount necessary to meet the defaulting member's or transferee's commitment, a fixing of the value of Page 123 SB112 Enrolled the defaulting member's or transferee's transferable interest by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence.

Page 124 SB112 Engrossed (7) waive the requirements of Section 10A-5A-4.04(c);

(9) reduce the limitations period specified under Section 10A-5A-4.06(d) for an action commenced under other Page 124 SB112 Enrolled applicable law;

Instead, the certificate of formation shall set Page 125 SB112 Engrossed forth:

(2) the street address in this state, including the county, of the registered office required by Article 5 of Page 125 SB112 Enrolled Chapter 1;

(d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability Page 126 SB112 Engrossed company agreement.

(e) A certificate of formation shall be delivered for filing to the Secretary of State." "§10A-5A-2.02 Division B of Article 3 of Chapter 1 shall not apply to Page 126 SB112 Enrolled this chapter.

and (4) set forth any amendment or change effected in Page 127 SB112 Engrossed connection with the restatement of the certificate of formation.

Any such restatement that effects an amendment shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a Page 127 SB112 Enrolled separate certificate of amendment were filed to effect the amendment or change.

Any omission other than the initial registered agent, shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the limited liability company agreement, and if the limited liability company Page 128 SB112 Engrossed agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the members." "§10A-5A-3.02 No person shall have the power to bind the limited Page 128 SB112 Enrolled liability company, or a series thereof, except:

(c) Except as otherwise provided in subsection (b), the personal liability of a member of any limited liability company engaged in providing professional services shall be Page 129 SB112 Engrossed governed by Section 10A-5A-3.01.

(d) The Except as otherwise provided in subsection (b), the personal liability of a member, manager, or employee of a foreign limited liability company engaged in providing professional services shall be determined under the law of the Page 129 SB112 Enrolled jurisdiction in which the foreign limited liability company is organized.

and (2) to the extent the partnership agreement does not Page 130 SB112 Engrossed otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.

(b)(1) To the extent that, at law or in equity, a partner or other person has duties, including fiduciary duties, to a partnership or to another partner or to another Page 130 SB112 Enrolled person that is a party to or is otherwise bound by a partnership agreement, the partner's or other person's duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated.

(A) a partner, dissociated partner, or transferee who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be Page 131 SB112 Engrossed subject to specified penalties or specified consequences;

and Page 131 SB112 Enrolled (C) subject to Section 10A-8A-1.08(c), an act or transaction under the partnership agreement by the partnership, a partner, a dissociated partner, or a transferee is void or voidable.

Page 132 SB112 Engrossed (1) vary the nature of the partnership as a separate legal entity under Section 10A-8A-1.04(a);

(3) vary the law applicable to a limited liability Page 132 SB112 Enrolled partnership under Section 10A-8A-1.06;

Page 133 SB112 Engrossed (11) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-8A-5.02(c);

(12) vary the power of a person to dissociate as a partner under Section 10A-8A-6.02(a) except that the Page 133 SB112 Enrolled partnership agreement may require that the notice under Section 10A-8A-6.01(1) be in a writing or in a specific form thereof;

(b) Every individual who renders professional services as a partner or as an employee of a limited liability Page 134 SB112 Engrossed partnership shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner.

(c) Except as otherwise provided in subsection (b), the Page 134 SB112 Enrolled personal liability of a partner of any limited liability partnership engaged in providing professional services shall be governed by Section 10A-8A-3.06.

(g) A partner's transferable interest in a limited liability partnership organized to render professional Page 135 SB112 Engrossed services may be voluntarily transferred only to a qualified person." "§10A-9A-1.08 (a) Except as otherwise provided in subsections (b) and (c):

Page 135 SB112 Enrolled (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership;

(2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a partner or other person to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, but a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair Page 136 SB112 Engrossed dealing.

(3) A partner or other person shall not be liable to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner's or Page 136 SB112 Enrolled other person's good faith reliance on the partnership agreement.

(5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting partner's or transferee's proportionate interest in a limited partnership, subordinating the partner's or transferee's transferable interest to that of non-defaulting partners or transferees, forcing a sale of that transferable interest, Page 137 SB112 Engrossed forfeiting the defaulting partner's or transferee's transferable interest, the lending by other partners or transferees of the amount necessary to meet the defaulting partner's or transferee's commitment, a fixing of the value of the defaulting partner's or transferee's transferable interest Page 137 SB112 Enrolled by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence.

(6) vary the information required under Section 10A-9A-1.11 or unreasonably restrict the right to information under Sections 10A-9A-3.04 or 10A-9A-4.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction Page 138 SB112 Engrossed on use;

(8) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section Page 138 SB112 Enrolled 10A-9A-1.08(b)(1);

or (16) vary the rights of a partner under Section Page 139 SB112 Engrossed 10A-9A-10.10.;

or (17) vary the provisions of Section 10A-9A-1.15(c), (d), or (e)" "§10A-9A-2.01 (a) In order to form a limited partnership, a person Page 139 SB112 Enrolled must deliver a certificate of formation for filing to the Secretary of State.

(c) The fact that a certificate of formation has been Page 140 SB112 Engrossed filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6), but is not notice of any other fact.

(d) A partnership agreement shall be entered into Page 140 SB112 Enrolled either before, after, or at the time of filing the certificate of formation and, whether entered into before, after, or at the time of filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the partnership agreement." "§10A-9A-2.02 Division B of Article 3 of Chapter 1 shall not apply to this chapter.

(d) Prior to a statement of dissolution being delivered to the Secretary of State for filing, a limited partnership Page 141 SB112 Engrossed shall promptly deliver a certificate of amendment for filing with the Secretary of State to reflect:

(e) Prior to a statement of dissolution being delivered Page 141 SB112 Enrolled to the Secretary of State for filing, if a general partner knows that any information in a filed certificate of formation was inaccurate when the certificate of formation was filed or has become inaccurate due to changed circumstances and if such the information is required to be set forth in a newly filed certificate of formation under this chapter, the general partner shall promptly:

Page 142 SB112 Engrossed (2) state the name of the limited partnership;

(4) set forth any amendment or change effected in connection with the restatement of the certificate of Page 142 SB112 Enrolled formation.

(j)(1) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes Page 143 SB112 Engrossed effect as provided by Article 4 of Chapter 1.

(i) an existing cause of action in favor of or against the limited partnership for which the certificate of amendment Page 143 SB112 Enrolled is sought;

(l) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a Page 144 SB112 Engrossed statement of change is on file with the Secretary of State.

Any omission other than the initial registered agent, shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the partnership agreement, and if the partnership agreement does not state the approval Page 144 SB112 Enrolled required for an amendment of the certificate of formation, then the amendment must be approved by all of the partners." Section 2.

(b) If the void or voidable act or transaction was the issuance or transfer of any transferable interest, then for purposes of determining who may ratify or waive any act or transaction, the transferable interest purportedly issued or Page 145 SB112 Engrossed transferred shall be deemed not to have been issued or transferred.

(c) Any act or transaction ratified, or with respect to which the failure to comply with any requirements of the limited liability company agreement is waived, pursuant to Page 145 SB112 Enrolled this section shall be deemed validly taken at the time of the act or transaction.

provided, that nothing herein limits or affects the right to serve process in Page 146 SB112 Engrossed any other manner now or hereafter provided by law, and this sentence is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(e) The provisions of this section shall not be Page 146 SB112 Enrolled construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other means permitted by law.

(c) Any act or transaction ratified, or with respect to Page 147 SB112 Engrossed which the failure to comply with any requirements of the partnership agreement is waived, pursuant to this section shall be deemed validly taken at the time of the act or transaction.

(d) Upon application of the partnership, any partner, Page 147 SB112 Enrolled or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this section, the designated court, and if none, the circuit court for the county in which the partnership's principal office is located in this state, and if none in this state, in the circuit court for the county in which the partnership's most recent registered office is located, may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this section, and in any such application, the partnership shall be named as a party and service of the application upon the registered agent of the partnership shall be deemed to be service upon the partnership, and no other party need be joined in order for the court to adjudicate the validity and effectiveness of the ratification or waiver, and the court may make such order respecting further or other notice of the application as the court deems proper under the circumstances;

Page 148 SB112 Engrossed (e) The provisions of this section shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act or transaction by other means permitted by law.

§10A-9A-1.15 Page 148 SB112 Enrolled (a) If a partnership agreement provides that an act or transaction is void or voidable when taken, then that act or transaction may be ratified or waived by:

Page 149 SB112 Engrossed (d) Upon application of the partnership, any partner, or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this section, the designated court, and if none, the circuit court for the county in which the partnership's principal office is located Page 149 SB112 Enrolled in this state, and if none in this state, in the circuit court for the county in which the partnership's most recent registered office is located, may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this section, and in any such application, the partnership shall be named as a party and service of the application upon the registered agent of the partnership shall be deemed to be service upon the partnership, and no other party need be joined in order for the court to adjudicate the validity and effectiveness of the ratification or waiver, and the court may make such order respecting further or other notice of the application as the court deems proper under the circumstances;

Page 150 SB112 Engrossed Section 3.

This chapter and the provisions of Chapter 1, to the Page 150 SB112 Enrolled extent applicable to Alabama statewide trade associations, may be cited as the Alabama Statewide Trade Association Law.

(3) has its principal office or other headquarters in thethis Citystate; of Montgomery, Alabama;

Page 151 SB112 Engrossed (5) has elected to be governed by this chapter on or before December 31, 2024, by amending its certificate of incorporation in accordance with Section 10A-18-1.09(a);

and (6) has not ceased to be governed by this chapter in accordance with Section 10A-18-1.09(b) or Section Page 151 SB112 Enrolled 10A-18-1.09(c).

(5) a list of the names and business addresses of its Page 152 SB112 Engrossed current directors and officers;

and (7) a list of its current members in alphabetical order Page 152 SB112 Enrolled by class of membership showing the address for each member to which notices and other communications from the Alabama statewide trade association are to be sent.

(a) A member of an Alabama statewide trade association Page 153 SB112 Engrossed is entitled to inspect the records required to be maintained by the Alabama statewide trade association under Sections 10A-18-1.04(a)(1)through (6) during regular business hours at the principal office of the Alabama statewide trade association provided that the member gives the Alabama Page 153 SB112 Enrolled statewide trade association written notice of the member's demand at least five business days before the date on which the member wishes to inspect.

(c) An Alabama statewide trade association may impose reasonable restrictions and conditions on access to and use of the records to be inspected under subsection (a), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its members and other persons, for a period of time as the Alabama statewide trade association deems reasonable, any information that the Alabama statewide trade association reasonably believes to be in the nature of a trade secret or other information the disclosure of which the Alabama statewide trade association in good faith believes is Page 154 SB112 Engrossed not in the best interest of the Alabama statewide trade association or could damage the Alabama statewide trade association or its activities or affairs or that the Alabama statewide trade association is required by law or by agreement with a third party to keep confidential.

In any dispute Page 154 SB112 Enrolled concerning the reasonableness of a restriction under this subsection, the Alabama statewide trade association has the burden of proving reasonableness.

(d) AThis member'ssection rightdoes ofnot inspectionlimit setthe forthpower inof thisa sectioncourt, mayupon beshowing furtherof limitedgood bycause, to compel the certificateproduction of incorporationthe books and records of an Alabama statewide trade association.association, including records not set forth in Section 10A-18-1.04, to the court for examination by a court appointed professional and to impose reasonable restrictions on the use of those books and records by that court appointed professional.

(e) The certificate of incorporation may provide that a member or group of members has additional inspection rights to those provided by this section.

Any provision in the certificate of incorporation for additional inspection rights under this subsection shall set forth the scope, rights, limits, restrictions, conditions, confidentiality, and any other matter related to the additional inspection rights.

(f) This section does not limit the power of a court, upon showing of good cause, to compel the production of the books and records of an Alabama statewide trade association, including records not set forth in Section 10A-18-1.04, to the court for examination by a court appointed professional and to impose reasonable restrictions on the use of those books and records by that court appointed professional.

(a) If an Alabama statewide trade association does not, within the time period set forth in Section 10A-18-1.05, allow Page 155 SB112 Engrossed a member who complies with Section 10A-18-1.05 to inspect the records required to be maintained by Sections 10A-18-1.04(a)(1) through (6), a member may petition the Montgomery County Circuit Court, and the court may summarily order inspection of the records demanded at the Alabama statewide trade association's expense upon application of the member.

(b) If the court orders inspection of the records demanded under Section 10A-18-1.05, it shall impose reasonable restrictions on the confidentiality, use, or distribution of the records by the demanding member and the court shall also order the Alabama statewide trade association to pay the member's expenses incurred to obtain the order, unless the Alabama statewide trade association establishes that it refused inspection in good faith because the Alabama statewide Page 155 SB112 Enrolled trade association had:

(a) If a member of an Alabama statewide trade association has a reasonable belief that financial fraud or malfeasance has occurred or is occurring at the Alabama statewide trade association, that member may petition the Montgomery County Circuit Court for an independent audit of the financial statements of the Alabama statewide trade Page 156 SB112 Engrossed association.

(b) In making its determination, the court may review among other matters, whether the Alabama statewide trade association (i) prepared its annual financial statements for its last three fiscal years (or such shorter period of existence), (ii) had an independent audit of its financial statements for its last three fiscal years (or such shorter period of existence), (iii) timely filed its federal or state Page 156 SB112 Enrolled income tax returns for its last three fiscal years (or such shorter period of existence), or (iv) incurred negative financial performance without a reasonable basis and/or board approval.

(b) An Alabama statewide trade association's Page 157 SB112 Engrossed certificate of incorporation may provide that the Alabama statewide trade association may not disclose member lists and member data.

(d) Electronic mail addresses and other electronic transmission information for members may be used in the historical and routine business of an Alabama statewide trade association and shall not be rented, sold, or otherwise provided to any other individual or organization for any other Page 157 SB112 Enrolled purpose unless authorized by the board of directors.

(1) to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the Alabama statewide Page 158 SB112 Engrossed trade association;

(b) An Alabama statewide trade association shall cease to be governed by this chapter if it amends its certificate of incorporation by removing the statement required in Section 10A-18-1.09(a) and shall thereafter be governed solely by the Page 158 SB112 Enrolled Alabama Nonprofit Corporation Law, with no right to elect to be governed by this chapter thereafter.

Although this bill would have as its purpose or effect the requirement of a new or increased expenditure of Page 159 SB112 Engrossed local funds, the bill is excluded from further requirements and application under Section 111.05 of the Constitution of Alabama of 2022, because the bill defines a new crime or amends the definition of an existing crime.

Page 160159 SB112 EngrossedEnrolled Senate________________________________________________ ReadPresident forand thePresiding firstOfficer timeof andthe referredSenate ................20-Feb-24________________________________________________ toSpeaker of the SenateHouse committeeof onRepresentatives FiscalSB112 ResponsibilitySenate and04-Apr-24 EconomicI Developmenthereby Readcertify forthat the secondwithin timeAct andoriginated placedin ................19-Mar-24and onpassed the calendar:Senate, as amended.

amendments Read for the third time and passed ................04-Apr-24 as amended Yeas 34 Nays 0 Abstains 0 Patrick Harris, Secretary.

PageHouse 161of Representatives Amended and passed:

02-May-24 Senate concurred in House amendment 07-May-24 By:

Senator Givhan Page 160