Alabama Corporation Sole Statute  

Ala. Code § 10-4-1.  Authority to incorporate.   

Any bishop of a diocese consisting wholly or in part of territory in Alabama may become a corporation sole with the power and authority defined in this article by proceeding according to the provisions of this article.

Ala. Code § 10-4-2.  Proceedings to incorporate.

To become a corporation sole, the bishop shall present to the Secretary of State of Alabama an application signed by the bishop which shall set forth:

(1) The name, official designation and place of residence of the applicant, the name of the church of which he is a bishop, an abstract in English of the substance of the commission, instrument or document, if any, evidencing his right to his office, the date and place of his consecration and induction into office and that he desires to become a corporation sole under this article;

(2) The name and territorial limits of his diocese, the date of its creation, a brief designation of the authority by which the diocese was created, that by which it may be modified and that by which its bishopric is filled, the terms of its bishop's office and the instrument or document, if any, by which the bishop's right to his office is evidenced and the place where, and the official by whom, the original records thereof are kept;

(3) The name which he proposes for the corporation;

(4) The location of the principal office of the proposed corporation; and

(5) Any other matter relating to the incorporation which the applicant may choose to insert, not inconsistent with the Constitution and laws of Alabama.

The application shall be subscribed and sworn to by the bishop before an officer authorized by the laws of Alabama to take and certify oaths, who shall certify upon the application that he personally knows the applicant and believes him to be the bishop as asserted in his application and that he subscribed and swore thereto in the officer's presence.  The Secretary of State shall examine the application, and if he finds that the name proposed for the corporation is not identical with that of a person or of any other corporation in this state, or so nearly similar thereto as to lead to confusion and uncertainty, he shall receive and file it and shall record it in an appropriate book of record in his office.

Ala. Code § 10-4-3.  Certificate of incorporation.

When the application has been made, filed and recorded as provided in Section 10-4-2, the applicant shall constitute a corporation sole under the name proposed in the application; and the Secretary of State shall make and issue to the applicant a certificate of incorporation pursuant to this article, under the seal of the state, and shall record the same with the application.

Ala. Code § 10-4-4.  Powers.

A corporation sole under this article shall have the following powers:

(1) To have succession by its corporate name perpetually;

(2) To sue and be sued and defend;

(3) To make and use a corporate seal and alter the same at pleasure;

(4) To receive, take and hold, by sale, gift, lease, devise or otherwise, real and personal estate of every description for charitable, educational, burial, religious and church purposes and to manage and dispose of the same by any form of legal conveyance or transfer with full power and authority to borrow money and to convey by mortgage deed;

(5) To acquire, hold, purchase, receive by bequest or devise and to convey or otherwise dispose of all such real, personal and mixed property as may be necessary or convenient for the construction, operation or maintenance of the diocesan enterprises or for the conduct or management of the business or businesses of the diocese of such bishop, or as the purposes of such bishop may require, and all other real, personal or mixed property which shall have been bona fide conveyed, transferred, pledged or mortgaged to the corporation by way of security for, or in, satisfaction of debts or purchased at sale under judgment obtained for such debts;

(6) To borrow money, issue notes, bonds or other negotiable paper or mortgage, pledge or otherwise transfer or convey its real, personal and mixed property to secure the payment of money borrowed or any debt contracted;

(7) To appoint and employ such officers and agents as the business of the corporation may require;

(8) To wind up and dissolve itself or be wound up and dissolved in the manner in this article provided;

(9) To establish and maintain churches, schools, orphanages, hospitals and religious or benevolent institutions and to undertake and execute all business enterprises that the work of the diocese shall require;

(10) To undertake, execute and carry on religious or diocesan charities, works, institutions, business or enterprises in other states or foreign countries and to acquire, hold, transfer, mortgage and convey, real, personal or mixed property in such states and foreign countries; and

(11) To subscribe for, acquire, hold and dispose of the stock, bonds or other evidence of indebtedness of any other corporation of this or any other state or foreign countries and, while owner thereof, to exercise the rights, privileges and powers of ownership, including the right to vote.

Ala. Code § 10-4-5.  Certificate of succession by successor of bishop.

When a bishop has become a corporation sole pursuant to this article, each of his successors in his bishopric shall succeed him in said corporation upon making and filing with the Secretary of State his application for a certificate of succession setting forth:

(1) His succession; and

(2) An abstract in English of the substance of the commission, instrument or document evidencing his right to the succession, and the date and place of his consecration and induction into office, which certificate shall be subscribed, sworn to and certified as provided for in the original application for incorporation.

Upon the issue of a certificate of succession as provided for in this section, the successor shall be clothed with all the authority and power of the original incorporator.

Ala. Code § 10-4-6.  Appointment of administrator to act while bishopric vacant.

A bishop who has become a corporation sole pursuant to this article shall be authorized to appoint an administrator to act for such corporation during such time as the bishopric shall for any reason be vacant. In the event a vacancy should occur in such bishopric and no administrator shall have been appointed, then the ecclesiastical authority to whom such bishop is spiritually subject shall have authority to appoint such administrator. An appointment of an administrator shall be in writing, signed by the maker, attested by at least two witnesses and acknowledged or proved, as provided for conveyances of land in this state. Upon the occurrence of a vacancy, the administrator may file in the office of the Secretary of State his application for certificate of administratorship, setting forth the vacancy and his appointment, which application shall be subscribed, sworn to and certified like the original application for incorporation, and shall attach thereto and file therewith his appointment and the acknowledgment or proof thereof. Upon the filing of an application of an administrator or of a successor in a corporation sole, the Secretary of State shall record the same in an appropriate book of record in his office and shall issue to the applicant a certificate of administratorship or successorship, as the case may be, under the seal of the state and shall record the same with the application therefor. From the issue of the certificate of administratorship, and until the certificate of succession has issued, the administrator shall be authorized to act for said corporation in the place of the bishop. As soon as the certificate of succession provided for in Section 10-4-5 is issued, such administrator shall account for his administration and turn over all the corporation's property to the successor.

Ala. Code § 10-4-7.  Dissolution.

Any corporation sole under this article may be dissolved by the bishop who constitutes said corporation filing with the Secretary of State his application therefor, which shall be subscribed, sworn to and certified as in the case of an application for incorporation. Upon the filing of such certificate, the corporation shall cease, and all its property rights and liabilities shall pass to such bishop, but no bishop shall be responsible for liabilities of a dissolved corporation in any greater sum than the value of property of such corporation which may come into his possession upon its dissolution. The Secretary of State shall record the application for dissolution and shall make and issue to the bishop, under the seal of the state, his certificate that the corporation is dissolved and shall record this certificate with the application for dissolution.

Ala. Code § 10-4-8.  Fees to be paid Secretary of State.

Upon the presentation to the Secretary of State of any application provided for in this article, the applicant shall pay to the Secretary of State $.15 for each 100 words to be recorded and $2.50 for each certificate to be issued by the Secretary of State. No application need be received until such fees are paid.

Ala. Code § 10-4-9.  Records and certificates prima facie evidence.

Any record kept or certificate issued in pursuance of this article, or a copy of any such record certified to be true by the legal custodian thereof, shall be received in evidence in all courts and shall be prima facie evidence of the facts therein recited or thereby shown.