Section 10A-20-11.01

Alteration, amendment, or extension of charter by incorporated medical, dental, pharmaceutical, etc., association.

(a) Any incorporated medical association of the State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other corporations organized similarly to the corporation or of a similar kind may alter, amend, or extend its charter, or may do any two or all of these, in the manner following:

(1) A written resolution setting out the name of the corporation and embodying the proposed alterations, amendments, or extensions shall be submitted to a lawful annual meeting of the corporation or other lawful meeting of the corporation and adopted by a two-thirds vote of those present at the meeting and lawfully entitled to vote on business matters coming before the meeting;

(2) The president, or some other executive officer of the corporation, and the secretary thereof shall prepare, sign, and acknowledge as conveyances are acknowledged and file in the office of the judge of probate of the county wherein the original declaration of incorporation was filed if the charter was secured in that manner or, if the charter was granted by act or acts of the Legislature prior to the time when the Constitution of 1901, went into effect, in the office of the Secretary of State a certificate containing a copy of the resolution and certifying that it was adopted in the manner above provided; and

(3) Upon the filing of the certificate, together with payment of the filing fee prescribed by Section 10A-1-4.31 to be paid to the Secretary of State for filing an amendment to a certificate of formation, the charter of the corporation shall stand altered, amended, or extended as therein shown.

(b) Any such alteration, amendment, or extension under subsection (a), may be made by changing or adding to the language of the act, or acts, of incorporation, declaration of incorporation, or certificate of incorporation of the corporation, as the case may be, or by changing or adding to the language of both or all of them. When any such corporation is now or hereafter may be charged by law with public or quasi-public functions, alterations to, or amendments or extensions of its charter shall in no manner add to, detract from or modify the functions or the rights and duties of the corporation in reference thereto, but no alteration, amendment, or extension of the charter of any corporation so charged by law shall be made which will interfere with the discharge of the functions.

(Acts 1915, No. 155, p. 160; Code 1923, §§6983-6985; Code 1940, T. 10, §19; §10-1-1; amended and renumbered by Act 2009-513, p. 967, §344.)