(a) The certificate of formation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and the amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the certificate of formation which is inconsistent with the general purposes expressed in this article, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the state Comptroller to examine the corporation or the obligation of the corporation to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that no amendment of the certificate of formation which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate, maturity date, in the security or credit position of any outstanding loan of a member to the corporation, affects a member’s right to withdraw from membership as provided in this article, or affects a member’s voting rights as provided in this article shall be made without the consent of each member affected by the amendment.
lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Alabama Code 10A-20-7.20

  • 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.
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
(b) Within 30 days after any meeting at which an amendment of the certificate of formation has been adopted, a certificate of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth the amendment and due adoption thereof, together with the filing fee prescribed by Section 10A-1-4.31 payable to the Secretary of State in connection with filing an amendment to a certificate of formation, shall be submitted to the Secretary of State who shall examine them and, if he or she finds that they conform to the requirements of this article, shall so certify and endorse his or her approval thereon. Thereupon, the certificate of amendment shall be filed in the office of the Secretary of State, and no such amendment shall take effect until the certificate of amendment has been filed.
  Previous section
Next section  
 Article 7 Contents