Section 10A-20-12.01

Alteration or amendment of charter by corporations not of business character; filing and contents of declarations; issuance of certificate; provisions cumulative.

(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 file in the office of the judge of probate of the county wherein the original declaration of incorporation was filed or in cases where the charter was granted by an act of the Legislature, prior to the adoption of the Constitution in 1901, in the Office of the Secretary of State, a declaration in writing signed by them setting forth:

(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 affiant, or acknowledged their signatures thereto to him or her; and upon the filing of the declaration in the office of the judge of probate or Secretary of State, as the case may be, together with the appropriate filing fee due to such officer under Section 10A-1-4.31 for filing an amendment to a certificate of formation, it shall be the duty of such officer to issue a certificate, certifying that such corporation under its new name and style, is duly authorized to do business with the powers and capacity conferred after such alterations and amendments. Such declaration and certificate must be recorded in the office of the judge of probate or the Secretary of State, in and from which the same are filed and issued.

(c) The provisions of this section are cumulative and shall not be construed to repeal or supersede any laws not directly inconsistent herewith.

(Acts 1980, No. 80-462, p. 722; §10-1-3; amended and renumbered by Act 2009-513, p. 967, §346.)