(a) An amendment to the certificate of incorporation does not affect:

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Terms Used In Alabama Code 10A-3A-9.09

  • 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.
  • certificate of incorporation: as used in this chapter is synonymous to the term certificate of formation used in Chapter 1. See Alabama Code 10A-3A-1.02
  • 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.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
(1) a cause of action existing against or in favor of the nonprofit corporation;
(2) a proceeding to which the nonprofit corporation is a party; or
(3) the existing rights of persons other than (i) members of the nonprofit corporation, if any, or (ii) a person or group of persons, if any, specified in the certificate of incorporation as having approval rights under Section 10A-3A-9.30.
(b) An amendment changing a nonprofit corporation’s name does not affect a proceeding brought by or against the nonprofit corporation in its former name.
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