Section 11-95-5

Certificate of incorporation - Amendment procedure.

The certificate of incorporation of any corporation incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section.

The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include any matters that might have been included in the original certificate of incorporation.

After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the corporation, the chairman of the board and the secretary of the corporation shall sign and file a written application in the name of and on behalf of the corporation, under its seal, with the governing body of each of the authorizing subdivisions, requesting each such governing body to adopt a resolution approving the proposed amendment, and accompanied by a certified copy of the said resolution adopted by the board proposing the said amendment to the certificate of incorporation, together with such documents in support of the application as the said chairman may consider appropriate. As promptly as may be practicable after the filing of the said application with the governing body of each of the authorizing subdivisions pursuant to the foregoing provisions of this section, each such governing body shall review the said application and shall adopt a resolution either denying the said application or authorizing the proposed amendment. Each such governing body shall also cause a copy of the said application and all accompanying documents to be spread upon or otherwise made a part of the minutes of the meeting of such governing body at which final action upon the said application is taken.

Within 80 days following the adoption of the first adopted of the two resolutions of the governing bodies of the authorizing subdivisions approving the proposed amendment and within 40 days following the adoption of the last adopted of the said two resolutions, the chairman of the board of the corporation and the secretary of the corporation shall sign and file for record in the office of the judge of probate with which the certificate of incorporation of the corporation was originally filed a certificate in the name of and in behalf of the corporation, under its seal, reciting the adoption of said respective resolutions by the directors and by the said governing bodies of the authorizing subdivisions and setting forth the said proposed amendment. The judge of probate for such county shall thereupon record said certificate in an appropriate book in his office. When such certificate has been so filed and recorded, such amendment shall become effective, and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment. No certificate of incorporation of a corporation shall be amended except in the manner provided in this section.

(Acts 1981, No. 81-338, p. 480, §5.)