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11-95-5
Section 11-95-5 Certificate of incorporation - Amendment procedure. The certificate
of incorporation of any corporation incorporated under the provisions of this chapter may
at any time and from time to time be amended in the manner provided in this section.
The board shall first adopt a resolution proposing an amendment to the certificate of incorporation
which shall be set forth in full in the said resolution and which amendment may include any
matters that might have been included in the original certificate of incorporation. After
the adoption by the board of a resolution proposing an amendment to the certificate of incorporation
of the corporation, the chairman of the board and the secretary of the corporation shall sign
and file a written application in the name of and on behalf of the corporation, under its
seal, with the governing body of each of the authorizing subdivisions, requesting each such
governing body to adopt a resolution approving the proposed amendment, and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-95-5.htm - 3K - Match Info - Similar pages
45-49-90.05
Section 45-49-90.05 Certificate of incorporation Amendments. (a) If any corporation
formed under this part has accidentally or inadvertently failed to comply with the requirements
of this part in its organization, such omission or defect may be corrected by filing an amendment
as provided in this section. The certificate of incorporation of any corporation formed
under this part may also at any time and from time to time be amended so as to make any changes
therein and add any provisions thereto which might have been included in the certificate of
incorporation in the first instance. (b) Any such amendment shall be effected in the following
manner: The board of directors of the corporation shall adopt a resolution proposing such
amendment to the certificate of incorporation. The chair of the board of directors of the
corporation shall file with the governing body of the county and, if applicable, any participating
municipality, an application in writing seeking permission to amend the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-90.05.htm - 3K - Match Info - Similar pages
10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended
without action by the board of directors or stockholders to carry out a plan of reorganization
ordered or decreed by a court of competent jurisdiction under the authority of a law of the
United States if the certificate of incorporation after the amendment only contains provisions
required or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated
by the court shall deliver to the Secretary of State for filing a certificate of amendment
setting forth: (1) the name of the corporation; (2) the text of each amendment approved by
the court; (3) the date of the court's order or decree approving the certificate of amendment;
(4) the title of the reorganization proceeding in which the order or decree was entered; and
(5) a statement that the court had jurisdiction of the proceeding under federal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.08.htm - 1K - Match Info - Similar pages
22-21-174
Section 22-21-174 Incorporation - Certificate of incorporation - Amendment. The certificate
of incorporation of any public corporation incorporated under this article may, at any time
and from time to time, be amended in the following manner: (1) The board of directors of the
corporation shall adopt a resolution setting forth the proposed amendment, which may include
any proposed change in the name of such corporation, the inclusion of another municipality
or municipalities as members thereof (provided each of such other municipalities is located,
in whole or in part, in the county which is a member of the corporation) and any matter which
might originally have been included in the certificate of incorporation. (2) If the governing
body of the county and of each other member of the corporation and the governing body of each
municipality, if any, which it is proposed shall be added as a member of the corporation shall
by resolution consent to such proposed amendment, the chairman and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-174.htm - 1K - Match Info - Similar pages
11-50-316
Section 11-50-316 Execution, sale, etc., of bonds and refunding bonds of corporation;
terms, denominations, etc., thereof; charge, application, etc., of revenues from systems for
payment of bonds, etc., generally; vesting of title to systems in municipality and dissolution
of corporation upon payment of bonds in full, etc. (a) All bonds issued by any such corporation
organized or the certificate of incorporation of which is amended under this article shall
be signed by the chairman of the board of directors or other chief executive officer and attested
by its secretary, and the seal of such corporation shall be affixed thereto; provided that,
if authorized by the board of directors of such corporation, said bonds may be executed with
an engraved, imprinted, stamped, or otherwise reproduced facsimile of any signature or seal
in lieu of a manually made signature or manually made impressment of the seal; provided further,
that at least one signature required or permitted to be placed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-316.htm - 5K - Match Info - Similar pages
10A-2-10.02
Section 10A-2-10.02 Amendment by board of directors. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.02.htm - 1K - Match Info - Similar pages
11-50-312
Section 11-50-312 Acknowledgment, filing and recordation of certificate of incorporation;
amendment of certificate of corporation formed under this article or under Division 1 of Article
8 of this chapter. (a) The certificate of incorporation of any corporation organized under
this article shall state: (1) The name of the corporation, which shall be a name indicating
the system or systems for the operation of which the corporation is organized (e.g., "the
waterworks and electric board of the City (or Town) of _____," or "the utilities
board of the City (or Town) of _____"); (2) The location of its principal office and
the post office address thereof; (3) The period for the duration of the corporation (if the
duration is to be perpetual, this fact should be stated); and (4) The objects for which the
corporation is organized. The certificate of incorporation may also contain any provisions
not contrary to law which the incorporators may choose to insert for the regulation and conduct
of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-312.htm - 3K - Match Info - Similar pages
22-21-73
Section 22-21-73 Incorporation - Certificate of incorporation - Form and contents; approval
by county commission; validation of certain certificates of incorporation. (a) The certificate
of incorporation shall state: (1) The name of the corporation, which shall be "_____
County Hospital Board," if such name is available for use by the corporation and, if
not available, then the incorporators shall designate some other similar name that is available;
provided, that if the corporate functions of the corporation are to be exercised in a portion
only of the county, the corporate name of the corporation shall be a name that is appropriate
for the area in which such functions are to be exercised; (2) The location of its principal
office and the post office address thereof; (3) The number of directors, which number shall
be a multiple of three and shall be not less than nine, except that, in counties having a
population of less than 50,000 inhabitants according to the 1950 or any subsequent...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-73.htm - 4K - Match Info - Similar pages
10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When
any corporation desires to issue any shares of stock of any class or of any series of any
class of which the powers, designations, preferences, and relative, participating, optional,
or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any,
shall not have been set forth in the certificate of incorporation or in any amendment thereto
but shall be provided for in a resolution or resolutions adopted by the board of directors
pursuant to authority expressly vested in it by the certificate of incorporation or any amendment
thereto, a certificate of designations setting forth a copy of the board resolution or resolutions
and the number of shares of stock of the class or series as to which the resolution or resolutions
apply shall be executed and delivered to the Secretary of State for filing and shall become
effective in accordance with Article 4 of Chapter 1. If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.02.htm - 4K - Match Info - Similar pages
10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A corporation's board of directors may propose one or more amendments
to the articles of incorporation for submission to the shareholders. (b) For the amendments
to be adopted: (1) The board of directors must recommend the amendment to the shareholders
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the amendment; and (2) The shareholders entitled to vote on the amendment
must approve the amendment as provided in subsection (e). (c) Subject to the corporation's
articles of incorporation, the board of directors may condition its submission of the proposed
amendment on any basis, except that the board of directors may not...
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