(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:

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Terms Used In Alabama Code 10A-20-11.01

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • following: means next after. See Alabama Code 1-1-1
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
(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 deliver to the Secretary of State for filing 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 Chapter 1 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.
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