10A-2A-10.06
Section 10A-2A-10.06 Certificate of amendment. Notwithstanding Division B of Article 3 of Chapter
1: (a) After an amendment to the certificate of incorporation has been adopted and approved
in the manner required by this chapter and by the certificate of incorporation, the corporation
shall deliver to the Secretary of State for filing a certificate of amendment, which must
set forth: (1) the name of the corporation; (2) the text of each amendment adopted, or the
information required by Section 10A-2A-1.20(c)(5); (3) if an amendment provides for an exchange,
reclassification, or cancellation of issued stock, provisions for implementing the amendment
if not contained in the amendment itself, (which may be made dependent upon facts objectively
ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5));
(4) the date of each amendment's adoption; and (5) if an amendment: (i) was adopted by the
incorporators or board of directors without stockholder...
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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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10A-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in
the following manner: (1) If there are members entitled to vote thereon, the board of directors
shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote at a meeting of members entitled to vote thereon, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each member entitled to vote at the meeting
within the time and in the manner provided in this chapter for the giving of notice of meetings
of members. The proposed amendment shall be adopted upon receiving at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting. (2)
If there are no members, or no members entitled to vote thereon, or...
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11-49B-3
Section 11-49B-3 Filing of application; authorization of incorporation by governing body of
authorizing county. (a) A public corporation may be organized pursuant to this chapter in
any Class 1 municipality. Not less than three natural persons may incorporate a public corporation
by filing a written application with the governing body of the county and with the governing
body of the Class 1 municipality, which application shall: (1) Contain a statement that the
authority proposes to render public transportation service in the Class 1 municipality and
surrounding counties. (2) State the proposed location of the principal office of the authority,
which shall be within the county in which the application is filed. (3) State that each of
the applicants is a duly qualified elector of the county where the application is filed. (4)
Request that the governing body adopt a resolution declaring that it is wise, expedient, and
necessary that the proposed authority be formed and authorizing the...
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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...
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11-94-6
Section 11-94-6 Certificate of incorporation - Amendment procedure; recordation of amendment
as conclusive evidence. The certificate of incorporation may 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. Such an amendment
shall be effected in the following manner: The board of the authority shall file with the
governing body of each authorizing subdivision a resolution seeking permission to amend the
certificate of incorporation, specifying in such resolution the amendment proposed to be made.
The governing body of each authorizing subdivision shall consider such resolution and, if
each of them shall by appropriate resolution duly find and determine that it is wise, expedient,
necessary, or advisable that the proposed amendment be made and shall authorize the same to
be made and shall approve the form of the proposed amendment, then the...
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16-17-3
Section 16-17-3 Procedure to incorporate. (a) By proceeding in the manner set forth herein,
any number of natural persons, not less than three, may incorporate an educational building
authority as a public corporation and as a political subdivision of the state. The said natural
persons shall first file with the governing body of any municipality the proposed form of
the certificate of incorporation of the authority, together with a written application seeking
permission to apply for the incorporation of an authority for such municipality. Every such
application shall also be accompanied by such supporting documents or evidence as the applicants
may consider appropriate to show the need for an authority for the said municipality. The
said governing body shall consider the said application and shall find and determine whether
it is wise, expedient, necessary or advisable that the authority be formed; if the said governing
body finds and determines that it is not wise, expedient,...
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16-18-3
Section 16-18-3 Procedure to incorporate. (a) By proceeding in the manner set forth herein,
any number of natural persons, not less than three, may incorporate an educational building
authority as a public corporation and as a political subdivision of the state. The said natural
persons shall first file with the governing body of any municipality the proposed form of
the certificate of incorporation of the authority, together with a written application seeking
permission to apply for the incorporation of an authority for such municipality. Every such
application shall also be accompanied by such supporting documents or evidence as the applicants
may consider appropriate to show the need for an authority for the said municipality. The
said governing body shall consider the said application and shall find and determine whether
it is wise, expedient, necessary or advisable that the authority be formed; if the said governing
body finds and determines that it is not wise, expedient,...
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11-89A-3
Section 11-89A-3 Filing of application for incorporation of authority; denial or authorization
of incorporation by governing body of county or municipality. A public corporation may be
organized pursuant to the provisions of this chapter in any county or municipality. In order
to incorporate such a public corporation, any number of natural persons, not less than three,
who are duly qualified electors of a proposed determining subdivision shall first file a written
application with the governing body of any county or municipality, or any two or more thereof,
which application shall: (1) Recite the name of each county and municipality with the governing
body of which such application is filed; (2) Contain a statement that the applicants propose
to incorporate an authority pursuant to the provisions of this chapter; (3) State the proposed
location of the principal office of the authority; (4) State that each of the applicants is
a duly qualified elector of the determining subdivision (or,...
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10A-2A-10.04
Section 10A-2A-10.04 Voting on amendments by voting groups. (a) The holders of the outstanding
stock of a class are entitled to vote as a separate voting group (if stockholder voting is
otherwise required by this chapter) on a proposed amendment to the certificate of incorporation
if the amendment would: (1) effect an exchange or reclassification of all or part of the stock
of the class into stock of another class; (2) effect an exchange or reclassification, or create
the right of exchange, of all or part of the stock of another class into stock of the class;
(3) change the rights, preferences, or limitations of all or part of the stock of the class;
(4) change the stock of all or part of the class into a different number of shares of stock
of the same class; (5) create a new class of stock having rights or preferences with respect
to distributions that are prior or superior to the stock of the class; (6) increase the rights,
preferences, or number of authorized shares of stock of any...
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