45-47-250.03
Section 45-47-250.03 Amendment to certificate of incorporation. (a) The certificate of incorporation
of the authority incorporated under this article may at any time, and from time to time, be
amended in the manner provided in this section. (b)(1) The board of directors of the authority
shall first adopt a resolution proposing an amendment to the certificate of incorporation
which shall be set forth in full in the resolution and which amendment may include: a. A change
in the name of the authority. b. The addition to the service area of the authority of new
territory lying within Marion County. c. Provisions for the operation of a system or facility
the operation of which is not then provided for in the certificate of incorporation of the
authority and which the authority is authorized by this article to operate. d. Any matters
which might have been included in the original certificate of incorporation. e. Provisions
for the addition to the service area of the authority of new...
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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-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
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11-85-111
Section 11-85-111 Dissolution of authority. At any time when no authority bonds or refunding
bonds are outstanding, the authority may be dissolved upon the filing with the Secretary of
State of an application for dissolution, which shall be subscribed by each of the directors
of the authority and sworn to by each director before an officer authorized to take acknowledgments
to deeds. Upon the filing of the application for dissolution, the authority shall cease to
exist. The Secretary of State shall file and record the application for dissolution in an
appropriate book of record in his or her office, and shall make and issue, under the Great
Seal of the State, a certificate that the authority is dissolved, and shall record the certificate
with the application for dissolution. Title to all property held in the name of the authority
shall be vested in the state upon dissolution of the authority. (Act 98-195, p. 338, §13.)...

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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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41-10-635
Section 41-10-635 Dissolution. At any time when no bonds of the authority are outstanding,
the authority may be dissolved upon the filing with the Secretary of State of an application
for dissolution, which shall be subscribed by each of the directors of the authority and sworn
to by each director before an officer authorized to take acknowledgments to deeds. Upon the
filing of the application for dissolution, the authority shall cease to exist. The Secretary
of State shall file and record the application for dissolution in an appropriate book of record
in his or her office, and shall make and issue, under the Great Seal of the State, a certificate
that the authority is dissolved, and shall record the certificate with the application for
dissolution. Title to all property held in the name of the authority shall be vested in the
state upon dissolution of the authority. (Act 99-353, p. 538, §16.)...
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41-10-764
Section 41-10-764 Dissolution. At any time when no bonds of the authority are outstanding,
the authority may be dissolved upon the filing with the Secretary of State of an application
for dissolution, which shall be subscribed by each of the directors of the authority and sworn
to by each director before an officer authorized to take acknowledgments to deeds. Upon the
filing of the application for dissolution, the authority shall cease to exist. The Secretary
of State shall file and record the application for dissolution in an appropriate book of record
in his or her office, and shall make and issue, under the Great Seal of the State, a certificate
that the authority is dissolved, and shall record the certificate with the application for
dissolution. Title to all property held in the name of the authority shall be vested in the
state upon dissolution of the authority. (Act 2016-469, 1st Sp Sess., §15.)...
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45-37A-56.44
Section 45-37A-56.44 Dissolution of authority. At any time when no bonds of the authority are
outstanding, the authority may be dissolved upon the filing with the judge of probate, in
the county in which is filed the certificate of incorporation, of an application for dissolution,
which shall be subscribed by each of the members of the board and sworn to by each member
before an officer authorized to take acknowledgments to deeds. Upon the filing of such application
for dissolution, the authority shall cease to exist. The judge of probate shall receive and
record the application for dissolution in an appropriate book of record in his or her office.
Upon dissolution, all rights, title, and interest of the authority in property shall be vested
in the city. (Acts 1971, No. 2079, p. 3335, §25.)...
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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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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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