Alabama § 22-21-315 - Certificate of Incorporation - Amendment; Application; Approving Resolution; Filing and Recordation of Certificate.

§ 22-21-315. Certificate of Incorporation - Amendment; Application; Approving Resolution; Filing and Recordation of Certificate.

(a) The certificate of incorporation of any authority incorporated under the provisions of this article, as well as that of any public hospital corporation reincorporated hereunder, may at any time and from time to time be amended, but only in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation of the authority, which amendment shall be set forth in full in the said resolution and which may include any matters that might have been included in an original certificate of incorporation hereunder.

(b) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation, the chairman and the secretary of the authority shall sign and file, with the governing body of each authorizing subdivision, a written application in the name and on behalf of the authority, under its seal, requesting 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 amendment to the certificate of incorporation, together with such documents in support of the application as the chairman may consider appropriate. As promptly as may be practicable after the filing of the application with the governing body of an authorizing subdivision as aforesaid, such governing body shall review the application and shall adopt a resolution either denying the application or approving and authorizing the proposed amendment. While it shall not be necessary that any such resolution be published in any newspaper or posted, the governing body of each authorizing subdivision with which any such application is filed shall cause a copy of the application and all accompanying documents to be included in the aforesaid resolution or otherwise spread upon or made a part of the minutes of the meeting of such governing body at which final action upon such application is taken. The certificate of incorporation of an authority may be amended only after the filing of such an application therefor and the adoption by the governing body of each authorizing subdivision of an approving resolution.

(c) Within 40 days following the adoption of a resolution approving the proposed amendment by the governing body of the authorizing subdivision (or, if there is more than one, the last adopted of such approving resolutions), the chairman and the secretary of the authority shall sign and file for record in the office of the judge of probate of the county in which the certificate of incorporation of the authority was filed a certificate in the name and on behalf of the authority, under its seal, reciting the adoption of said respective resolutions by the board and by the governing body of each authorizing subdivision and setting forth the proposed amendment. The said judge of probate shall thereupon record such 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 such amendment.