(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:

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Terms Used In Alabama Code 10A-20-12.01

  • 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.
  • Personal property: All property that is not real property.
  • personal property: includes money, goods, chattels, things in action and evidence of debt, deeds and conveyances. See Alabama Code 1-1-1
  • property: includes both real and personal property. 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
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(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 forth in the original declaration of incorporation, and the alterations and the amendments thereof, if any are desired;
(3) If it is desired to increase its powers as to the holding of real estate in area and value and of personal property in value, the declaration shall set forth the limitations prescribed as to these matters in the original certificate of formation, and any amendments heretofore made thereto, and shall also set forth the increase in area of real property it is desired to acquire and hold, together with the purposes for which it is desired, and the increase in value of personal property desired to be acquired and held, and the purpose for which it is desired, and if the purposes as so declared are not violative of any of the laws or public policies of the State of Alabama, the filing of the declaration shall authorize and empower the corporation to acquire and hold such additional real estate and personal property.

But no such change or alteration in the charter or the character of any corporation shall authorize it to exercise any power or to do any acts which similar corporations are not authorized to do under the laws existing at the time such alteration or amendment may be made, nor to decrease its capital stock below the minimum fixed by existing laws.

(b) The declaration provided in subsection (a) shall be verified by the affidavit of some one or more of the signers, stating that the statements contained therein are true, and the signers thereof signed the same in the presence of the affiant, or acknowledged their signatures thereto to him or her.
(c) The provisions of this section are cumulative and shall not be construed to repeal or supersede any laws not directly inconsistent herewith.
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