10A-1-4.25
Section 10A-1-4.25 Effect of certificate of correction. (a) After the filing officer files
the certificate of correction, the filing instrument is considered to have been corrected
on the date the filing instrument was originally filed, except as otherwise provided by subsection
(b). (b) As to a person who acted in reliance on the filing instrument prior to its correction
and who is adversely affected by that correction, the filing instrument is considered to have
been corrected on the date the certificate of correction is filed. (c) An acknowledgment of
filing or a similar instrument issued by the filing officer before a filing instrument is
corrected, with respect to the effect of filing the original filing instrument, applies to
the corrected filing instrument as of the date the corrected filing instrument is considered
to have been filed under this section. (Act 2009-513, p. 967, §31; Act 2018-125, §1; Act
2019-94, §2.)...
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22-21-74
Section 22-21-74 Incorporation - Certificate of incorporation - Filing; amendments. (a) The
certificate of incorporation shall have attached thereto a certified copy of the resolution
provided for in Section 22-21-73 and a certificate by the Secretary of State of the State
of Alabama that the name proposed for the corporation is not identical with that of any other
corporation in this state. The certificate of incorporation shall be signed and acknowledged
by the incorporators before an officer authorized by the laws of this state to take acknowledgment
of deeds and, with the documents attached, may be filed with the judge of probate of the county,
who shall forthwith receive and record the same. When the certificate of incorporation and
the documents attached have been filed as provided in this section, the corporation referred
to therein and composed of the incorporators named therein shall come into existence and shall
constitute a body corporate and politic under the name set forth...
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10A-1-4.13
Section 10A-1-4.13 Abandonment before effectiveness. (a) The parties to a filing instrument
may abandon the filing instrument if the instrument has not taken effect. (b) To abandon a
filing instrument the parties to the instrument must file with the filing officer a certificate
of abandonment. (c) A certificate of abandonment must: (1) be signed on behalf of each entity
that is a party to the action or transaction by the person authorized by this title to act
on behalf of the entity; (2) state the nature of the filing instrument to be abandoned, the
date of the instrument, and the parties to the instrument; and (3) state that the filing instrument
has been abandoned in accordance with the agreement of the parties. (d) On the filing of the
certificate of abandonment, the action or transaction evidenced by the original filing instrument
is abandoned and may not take effect. (e) If in the interim before a certificate of abandonment
is filed, the name of an entity that is a party to the...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires, the following
terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for by Section 10A-5-2.01,
or, if it has been amended or restated, as most recently amended or restated. In the case
of a foreign limited liability company, the term includes all documents serving a similar
function that are required to be filed to form the limited liability company in the state
or other jurisdiction where it is organized. The term articles of organization as used in
this chapter is synonymous with the term certificate of formation as defined in Section 10A-1-1.03(6).
In this chapter, the use of the term certificate of formation shall be deemed to include articles
of organization, and vice-versa. Together with the operating agreement, the articles of organization
or certificate of formation of a limited...
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10A-20-1.05
Section 10A-20-1.05 Certificate of succession by successor of bishop. When a bishop has become
a corporation sole pursuant to this article, each of the successors in the bishopric shall
succeed the bishop in the corporation upon making and filing with the Secretary of State an
application for a certificate of succession setting forth: (1) The succession; and (2) A copy
in English of the commission, instrument, or document evidencing the right to the succession,
and the date and place of the 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. (Acts 1911,
No. 429, p. 452; Code 1923, §7116; Code 1940, T. 10, §119; §10-4-5; amended and renumbered
by Act 2009-513, p. 967, §324.)...
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11-20-35
Section 11-20-35 Certificate of incorporation - Amendment. If any corporation formed under
this article has accidentally or inadvertently failed to comply with the requirements of this
article 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 article 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. 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 chairman of the board of directors of the
corporation shall file with the governing body of the county an application in writing seeking
permission to amend the certificate of incorporation, specifying in such...
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11-22-6
Section 11-22-6 Certificate of incorporation - Amendments. If any corporation formed under
this chapter has accidentally or inadvertently failed to comply with the requirements hereof
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 chapter
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. Any amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the county
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate resolution...
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11-60-6
Section 11-60-6 Certificate of incorporation - Amendment. If any corporation formed under this
chapter has accidentally or inadvertently failed to comply with the requirements of this chapter
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 chapter
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. Any amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the municipality
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate...
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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...
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5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
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