Unless the certificate of incorporation provides otherwise, a corporation‘s board of directors may adopt amendments to the corporation’s certificate of incorporation without stockholder approval:

(a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
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Terms Used In Alabama Code 10A-2A-10.05

  • certificate of incorporation: as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1. See Alabama Code 10A-2A-1.40
  • 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.
  • 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
(b) to delete the names and addresses of the incorporators or initial directors;
(c) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(d) if the corporation has only one class of stock outstanding:

(1) to change each issued and unissued authorized share of stock of the class into a greater number of whole shares of stock of that class; or
(2) to increase the number of authorized shares of stock of the class to the extent necessary to permit the issuance of stock as a stock dividend;
(e) to change the corporate name, provided that the name complies with Article 5 of Chapter 1;
(f) to reflect a reduction in authorized stock, as a result of the operation of Section 10A-2A-6.31(b), when the corporation has acquired its own stock and the certificate of incorporation prohibits the reissue of the acquired stock;
(g) to delete a class of stock from the certificate of incorporation, as a result of the operation of Section 10A-2A-6.31(b), when there is no remaining stock of the class because the corporation has acquired all stock of the class and the certificate of incorporation prohibits the reissue of the acquired stock; or
(h) to take actions expressly permitted by Section 10A-2A-6.02 to be made without stockholder approval.
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