Alabama § 11-20-35 - Certificate of Incorporation - Amendment.

§ 11-20-35. Certificate of Incorporation - Amendment.

If any corporation formed under this article has accidentally or inadvertently failed to comply with the requirements of this article in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this article may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance.

Any such amendment shall be effected in the following manner: The board of directors of the corporation shall adopt a resolution proposing such amendment to the certificate of incorporation. The chairman of the board of directors of the corporation shall file with the governing body of the county an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made, which amendment shall be that set forth in the resolution adopted by the board of directors of the corporation. Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall approve the form of the proposed amendment and shall authorize the amendment to be made, then the chairman of the board of directors of the corporation making such application shall execute an instrument embodying the amendment specified in such application and shall file the same with the judge of probate of the county. The proposed amendment shall be subscribed and acknowledged by the chairman of the board of directors of the corporation and its secretary before an officer authorized by the laws of Alabama to take acknowledgments to deeds. Such judge of probate shall thereupon examine the proposed amendment and, if he finds that the requirements of this section have been complied with and the proposed amendment is within the scope of what might be included in an original certificate of incorporation, he shall approve the amendment and record it in an appropriate book in his office. The recording of the amendment shall constitute the findings and approval required by the preceding sentence. When such amendment has been so made and filed, it shall thereupon become effective and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment.