10A-2A-18.01
Section 10A-2A-18.01 Application to existing corporations. (a) Before January 1, 2021, this
chapter governs only: (1) a corporation incorporated on or after January 1, 2020; and (2)
a corporation incorporated before January 1, 2020, which elects, by amending or restating
that corporation's certificate of incorporation, to be governed by this chapter. (b) On and
after January 1, 2021, this chapter governs all existing corporations incorporated under:
(1) any general or special law of this state providing for the incorporation of corporations
for a purpose or purposes for which a corporation might be incorporated under this chapter,
where the power has been reserved to amend, repeal, or modify the law under which the corporation
was incorporated; and (2) any predecessor statute hereto. (c) For purposes of applying this
chapter to a corporation incorporated before January 1, 2020: (1) the corporation's incorporation
document, whether a certificate of incorporation, certificate of...
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10A-20-12.01
Section 10A-20-12.01 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three-fourths in number of its members, in case of corporations having
no central or general governing body, or where the corporations have a central or general
governing body, then whenever not less than three-fourths of the first four principal officers
of the central or general governing body, shall deliver to the Secretary of State for filing,
together with a filing fee in the amount prescribed in Chapter 1 for an amendment to a certificate
of formation, a declaration in writing signed by them setting forth: (1) When the corporation
was organized, its name and what changes, if any, it is desired to make in the name; (2) The
purposes of the corporation as the same are set...
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10A-4-4.01
Section 10A-4-4.01 Amendments to certificate of formation by administrators and the like. Administrators,
executors, guardians, conservators, or receivers of the estates of shareholders of a domestic
professional corporation who hold all of the outstanding shares of the corporation may amend
the certificate of formation by signing a written consent to the amendment and delivering
the amendment for filing to the Secretary of State. The certificate of amendment shall set
forth, in addition to the information required to be included in the certificate of amendment
by the Alabama Business Corporation Law, a statement that the administrators, executors, guardians,
conservators, or receivers own all the outstanding shares. (Acts 1983, No. 83-514, p. 763,
§15; §10-4-394; amended and renumbered by Act 2009-513, p. 967, §207; Act 2019-94, §2;
Act 2020-73, §10.)...
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10A-3-4.02
Section 10A-3-4.02 Certificate of amendment; execution and required supplemental provisions.
The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit
corporation by its president or a vice president, and by its secretary or an assistant secretary,
and verified by one of the officers signing the articles. The certificate of amendment shall
be delivered to the Secretary of State for filing. The certificate of amendment shall set
forth the information required by Section 10A-1-3.13 for certificates of amendment, and in
addition shall set forth: (1) If there are members entitled to vote thereon, (i) a statement
setting forth the date of the meeting of members at which the amendment was adopted, that
a quorum was present at the meeting, and that the amendment received at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting, or
(ii) a statement that the amendment was adopted by a consent in writing...
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10A-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations
may merge into one of the corporations pursuant to a plan of merger approved in the manner
provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting
forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the
nonprofit corporation into which they propose to merge, which is hereinafter designated as
the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit
corporation to be effected by the merger. (4) The other provisions with respect to the proposed
merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100;
amended and renumbered by Act 2009-513, p. 967, §187.)...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
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10A-30-1.15
Section 10A-30-1.15 Continuity of association independent of members or shareholders; applicable
to professional associations formed prior to January 1, 1984. Unless the certificate of formation
expressly provide otherwise, a professional association shall continue as a separate entity
independent of its members or shareholders for all purposes for such period of time as provided
in the certificate of formation or until dissolved by a vote of two thirds of the members,
and shall continue notwithstanding the death, insanity, incompetency, conviction for felony,
resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion
of any one or more of the members or shareholders, the admission or transfer of membership
or shares to any new member, members, shareholder, or shareholders or the happening of any
other event which, under the law of this state and under like circumstances, would work a
dissolution of the partnership, it being the aim and intention...
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10A-4-5.08
Section 10A-4-5.08 Application to existing corporations. (a) The provisions of this chapter
shall apply to all existing corporations organized under the statute formerly codified as
Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January
1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence
on December 31, 1983, in which duly licensed medical and dental professionals are shareholders,
or in the case of a nonprofit professional corporation, render medical and dental services,
shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and
other applicable provisions of this chapter. The repeal of a prior act by this chapter shall
not impair, or otherwise affect, the organization or continued existence of an existing domestic
professional corporation nor the right of any foreign professional corporation presently qualified
to render professional services in Alabama to continue to do so...
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10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing
LLLP status. (a) If a partner of a converting or constituent limited partnership will have
personal liability with respect to a converted or surviving organization, approval and amendment
of a plan of conversion or plan of merger are ineffective without that partner's consent to
the plan. (b) An amendment to a certificate of formation which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without each
general partner's written consent to such amendment. (c) A partner does not give the consent
required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement
that permits the partnership agreement to be amended with the consent of fewer than all the
partners. (Act 2016-379, §1.)...
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34-17-4
Section 34-17-4 Corporation or partnership not to be licensed or registered to practice; practice
deemed personal right; final drawings, etc., to bear signature and seal; partnerships and
corporations authorized as vehicle for practice. (a) A corporation or partnership, as such,
may not be licensed or registered to practice landscape architecture, but may, if issued a
certificate of authorization by the board, use any form of the title "landscape architect"
in connection with the corporate or partnership name. (b) The right to engage in the practice
of landscape architecture is a personal right, based upon the qualifications of the individual
evidenced by his or her license and is not transferable. All final drawings, specifications,
plans, reports, or other papers or documents involving the practice of landscape architecture,
as defined in Section 34-17-1, when issued or filed for public record, shall be dated and
bear the signature and seal of the landscape architect or landscape...
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