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...
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34-11-9
Section 34-11-9 Practice by firms. (a)(1) A firm that practices or offers to practice engineering
or land surveying is required to obtain a certificate of authorization from the board in accordance
with rules adopted by the board. (2) An entity that performs engineering services or land
surveying services for itself, or for a parent or subsidiary, is not required to have a certificate
of authorization. (3) A firm may not be relieved of responsibility for the conduct or acts
of its agents, employees, officers, or partners by reason of its compliance with this section.
An individual practicing engineering or land surveying under this chapter is not relieved
of responsibility for engineering or land surveying services performed by reason of employment
or other relationship with a firm holding a certificate of authorization. (4) The Secretary
of State may not accept organizational papers nor issue a certificate of incorporation, organization,
licensure, or authorization to any firm that...
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22-21-314
Section 22-21-314 Certificate of incorporation - Filing; form and contents; recordation. (a)
Within 40 days following the adoption of the authorizing resolution (or, if there is more
than one, the last adopted thereof), the applicants shall proceed to incorporate an authority
by filing for record, in the office of the judge of probate of the county in which the principal
office of the authority is to be located, a certificate of incorporation which shall comply
in form and substance with the requirements of this section, shall be in the form and executed
in the manner herein provided and shall also be in the form theretofore approved by the governing
body of each authorizing subdivision. (b) In addition to any other provisions required by
this article to be included therein, the certificate of incorporation of an authority shall
state: (1) The names of the incorporators, together with the address of the residence of each
thereof, and either a. where the authorizing subdivision is a...
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22-9A-26
Section 22-9A-26 Penalty for violation of chapter or rules of the State Board of Health. (a)
Any person who does any of the following shall be guilty of a Class C felony: (1) Willfully
and knowingly makes any false statement in a certificate, record, or report required by this
chapter or rules of the board, or in an application for an amendment to a certificate, record,
or report, or in an application for a certified copy of a vital record, or who willfully and
knowingly supplies false information intending that the information be used in the preparation
of any report, record, or certificate, or amendment of the report, record, or certificate.
(2) With intent to deceive and without lawful authority, makes, counterfeits, alters, amends,
or mutilates any certificate, record, or report required by this chapter or rules of the board,
or a certified copy of the certificate, record, or report. (3) Willfully and knowingly obtains,
possesses, uses, sells, furnishes, or attempts to obtain,...
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37-13-3
Section 37-13-3 Certificate of incorporation - Contents. The certificate of incorporation of
an authority shall state; (1) The names of the incorporators together with the residence of
each thereof, and a statement that each of them is a duly qualified elector of and owner of
property in the state; (2) The name of the authority (which name shall include the words "railroad
authority"); (3) The period for the duration of the authority (if the duration is to
be perpetual that fact shall be so stated); (4) The name of each authorizing subdivision,
together with the date on which the governing body thereof adopted a resolution authorizing
the incorporation of the authority; (5) The proposed location of the principal office of the
authority, which shall be in this state; (6) The number of directors, which shall be not less
than three, the duration of their respective terms of office (which shall not be in excess
of five years), and, subject to the provisions of Section 37-13-5, the manner...
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11-99B-17
Section 11-99B-17 Provisions of chapter as to incorporation of district, acquisition of property,
issuance of bonds, exclusive; jurisdiction over and regulation of district, by State Board
of Health, Public Service Commission. Except as expressly otherwise provided in this chapter,
no proceeding, notice, or approval shall be required for the incorporation of any district
or the amendment of its certificate of incorporation, the acquisition of any property or project,
or the issuance of any bonds, or trust indenture; provided, however, that nothing contained
in this section shall be construed to exempt any district from the jurisdiction of the State
Board of Health. The district, every project of the district, and the rates, rentals, fees,
licenses, and charges thereof shall be exempt from all jurisdiction of and all regulation
and supervision by the Public Service Commission and neither a public hearing nor the consent
of the State Department of Finance shall be prerequisite to the...
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37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by
filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed
"CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the
name of the corporation) and shall state: The name of the corporation and, if such corporation
is a corporation resulting from a consolidation as provided in this chapter, the names of
the original corporation; the date of filing of the certificate of incorporation in the Office
of the Secretary of State and, if such corporation is a corporation resulting from a consolidation
as provided in this chapter, the dates on which the certificates of incorporation of the original
corporations were filed in the Office of the Secretary of State; the fact that the corporation
elects to dissolve; the name and post office address of each of its directors and the name,
title and post office address of each of its officers. Such...
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10A-2A-2.07
Section 10A-2A-2.07 Forum selection provisions. (a) The certificate of incorporation or the
bylaws may require that any or all internal corporate claims shall be brought exclusively
in any specified court or courts of this state and, if so specified, in any additional courts
in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(b) A provision of the certificate of incorporation or bylaws adopted under subsection (a)
shall not have the effect of conferring jurisdiction on any court or over any person or claim,
and shall not apply if none of the courts specified by that provision has the requisite personal
and subject matter jurisdiction. If the court or courts of this state specified in a provision
adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction
and another court of this state does have jurisdiction, then the internal corporate claim
may be brought in the other court of this state,...
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11-89-19
Section 11-89-19 Provisions of chapter as to incorporation of district, acquisition of property,
issuance of bonds, etc., exclusive; jurisdiction over and regulation of district, etc., by
State Board of Health, Public Service Commission, etc. Except as expressly otherwise provided
in this chapter, no proceeding, notice, or approval shall be required for the incorporation
of any district or the amendment of its certificate of incorporation, the acquisition of any
property, water system, sewer system, or fire protection facility or the issuance of any bonds,
mortgage and deed of trust or trust indenture; provided, however, that nothing contained in
this section shall be construed to exempt any district from the jurisdiction of the State
Board of Health. The district, every water system, sewer system, or fire protection facility
of the district and the rates and charges thereof shall be exempt from all jurisdiction of
and all regulation and supervision by the Public Service Commission and...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary of State
for filing pursuant to this chapter must be signed as provided by this section. (1) A limited
partnership's initial certificate of formation must be signed by all general partners listed
in the certificate of formation. (2) An amendment adding or deleting a statement that the
limited partnership is a limited liability limited partnership must be signed by all general
partners listed in the certificate of formation. (3) An amendment designating as general partner
a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership's
last general partner must be signed by the person or persons so designated. (4) Any other
amendment must be signed by: (A) at least one general partner; and (B) each other person designated
in the amendment as a new general partner. (5) A restated certificate of formation must be
signed by at least one general partner and, to the extent...
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