10A-2-1.20
Section 10A-2-1.20 Filing instruments. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A filing instrument
under this chapter must satisfy the requirements of Article 4 of Chapter 1, and must be signed:
(1) By the chair of the board of directors of the domestic or foreign business corporation,
by its president, or by another of its officers; (2) If directors have not been selected or
the corporation has not been formed, by an incorporator; or (3) If the corporation is in the
hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (b) The
person executing the instrument shall sign it and state beneath or opposite his or her signature
in English letters, his or her name, and the capacity in which he or she signs. The instrument
may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an
assistant secretary, or (3) an acknowledgement, verification, or...
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37-7-21
Section 37-7-21 Amendment of certificate of incorporation. A corporation created under this
chapter may amend its certificate of incorporation to change its corporate name, to increase
or reduce the number of its directors or to change any other provision therein, provided,
however, that no corporation shall amend its certificate of incorporation to embody therein
any purpose, power or provision which would not be authorized if its original certificate,
including such additional or changed purpose, power or provision, were offered for filing
at the time a certificate under this section is offered. Such amendment may be accomplished
by filing a certificate which shall be entitled and endorsed "CERTIFICATE OF AMENDMENT
OF _____ ELECTRIC MEMBERSHIP CORPORATION" and state: The name of the corporation, and
if it has been changed, the name under which it was originally incorporated; the date of filing
the certificate of incorporation in each public office where filed; the purposes, powers or...

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41-10-141
Section 41-10-141 Powers and duties of authority generally. An authority shall have the following
powers, together with all powers incidental thereto or necessary to the discharge thereof
in corporate form: (1) To have succession by its corporate name for the duration of time (which
may be in perpetuity) specified in its certificate of incorporation; (2) To maintain civil
actions and have civil actions maintained against it in its corporate name, except as otherwise
provided in this article, and to defend civil actions against it; (3) To adopt and make use
of a corporate seal and to alter the same at pleasure; (4) To amend its certificate of incorporation
by filing in the office of the Secretary of State a certificate signed by all of the directors
of the authority setting forth the details of the amendment, such certificate to be acknowledged
in the same manner as the certificate of incorporation; (5) To adopt and alter bylaws for
the regulation and conduct of its affairs and...
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22-21-175
Section 22-21-175 Board of directors. (a) The corporation shall have a board of directors in
which all powers of the corporation shall be vested. The board of directors shall consist
of (1) Two persons elected by the county commission of the county; (2) Two persons elected
by the governing body of the largest of the member municipalities, according to the federal
decennial census next preceding the date of the filing of the certificate of incorporation
of the corporation for record; (3) One person elected by the governing body of each of the
other member municipalities; (4) Two persons, each of whom shall be, at the time of his appointment,
a physician licensed to practice the profession of medicine in the county, resident in the
county and engaged in the full-time private practice of medicine, elected at a mass meeting
of the licensed physicians resident in the county; (5) Two persons elected or appointed by
a majority vote of all the active circuit judges of the judicial circuit in...
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9-6-8
Section 9-6-8 Powers and duties generally. The authority shall have the following powers, together
with all powers incidental thereto or necessary to the discharge thereof in corporate form:
(1) To have succession by its corporate name for the duration of time (which may be in perpetuity)
specified in its certificate of incorporation; (2) To maintain civil actions and have civil
actions maintained against it in its corporate name, except as otherwise provided in this
chapter, and to defend civil actions against it; (3) To adopt and make use of a corporate
seal and to alter the same at pleasure; (4) To amend its certificate of incorporation by filing
in the office of the Secretary of State a certificate signed by all of the directors of the
authority setting forth the details of the amendment, such certificate to be acknowledged
in the same manner as the certificate of incorporation; (5) To adopt and alter bylaws for
the regulation and conduct of its affairs and business; (6) To...
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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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10A-20-6.06
Section 10A-20-6.06 Altering, amending, or changing certificate of formation. The corporation
may change its corporate name, the location of its principal office, or make other alteration,
amendment, or change in its certificate of formation, as may be desired in the following manner:
(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any
regular meeting of the board, or at any special meeting called for the purpose, shall adopt
a resolution or resolutions setting forth the respect or respects in which the certificate
of formation of the corporation shall be altered, amended, or changed; (2) The report thereof,
certified by the president or the secretary of the corporation under corporate seal, if any,
shall be delivered to the Secretary of State for filing; and (3) Upon the filing of same,
its certificate of formation shall be deemed to be altered, amended, or changed; provided,
that the certificate of alteration, amendment, or change shall contain...
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10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
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22-21-363
Section 22-21-363 Application for certificate of authority; contents. (a) The incorporators
shall file with the commissioner an application for a certificate of authority to do business
upon a form to be furnished by the department, which shall include or have attached the following:
(1) The names, and for the preceding 10 years, all addresses and all occupations of all incorporators
and proposed directors and officers; (2) A certified copy of the corporate articles and bylaws
and all amendments thereto, a list of the names, addresses, and occupations of all directors
and principal officers and, if previously incorporated, for the three most recent years, the
corporation annual statements and reports; (3) All agreements relating to the corporation
to which any incorporator or proposed director or officer is a party; (4) A statement of the
amount and sources of the funds available for organization expenses and the proposed arrangements
for reimbursement and compensation of incorporators...
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11-50-392
Section 11-50-392 Contents, acknowledgment, filing, and recordation of certificate of incorporation;
procedure for amendment thereof; dissolution of district and disposition of systems, etc.,
upon payment of indebtedness of district in full. (a) The certificate of incorporation of
any gas district incorporated under this article shall state: (1) The name of the corporation,
which shall be a name indicating in a general way the area or municipalities proposed to be
served by the district (e.g., "The South Alabama Gas District" or "The _____
County Gas District" or "The _____, _____, and _____ (naming the municipalities
which are members thereof) Gas District"); (2) The names of all the municipalities which
are to be members of the district; (3) The location of the principal office of the district
and its post office address; (4) The period for the duration of the corporation (if the duration
is to be perpetual, this fact should be stated); and (5) The objects for which the district
is...
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