Alabama Code 37-7-21. Amendment of certificate of incorporation
Terms Used In Alabama Code 37-7-21
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
- state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
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 provisions, if any, to be amended or eliminated and the purposes, powers or provisions, if any, to be added or substituted. Such certificate shall be subscribed in the same manner as an original certificate of incorporation under this chapter by the president or a vice-president, by the secretary or the assistant secretary, who shall make and annex an affidavit stating that they have been authorized to execute and file such certificate by the votes cast in person or by proxy by a majority of the members of the corporation entitled to vote. Such certificate shall be filed in the same places as an original certificate of incorporation, and, thereupon, the amendment shall be deemed to have been effected.