§ 10A-3A-9.07 — Restated Certificate of Incorporation

Alabama § 10A-3A-9.07

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 3A: Alabama Nonprofit Corporation Law
• Art. 9: Amendment of Certificate of Incorporation Laws
• Div. A: Amendment of Certificate of Incorporation

Text

(a)(1) A membership nonprofit corporation’s board of directors may restate its certificate of incorporation at any time, without the approval of the members or any person or group of persons specified in the certificate of incorporation, to consolidate all amendments into a single document. Unless the certificate of incorporation of a membership nonprofit corporation provides otherwise, the restated certificate of incorporation may amend the certificate of incorporation with those amendments that the board of directors is permitted to adopt in accordance with Sections 10A-3A-9.02 and 10A-3A-9.03(g) without the approval of the members or any person or group of persons specified in the certificate of incorporation. Unless the certificate of incorporation of a membership nonprofit corporation provides otherwise, the restated certificate of incorporation of a membership nonprofit corporation may also amend the certificate of incorporation with those amendments that the member or any person or group of persons specified in the certificate of incorporation must approve in accordance with Sections 10A-3A-9.02, 10A-3A-9.03, 10A-3A-9.04, and 10A-3A-9.30.
(2) A nonmembership nonprofit corporation’s board of directors may restate its certificate of incorporation at any time without the approval of any person or group of persons specified in the certificate of incorporation to consolidate all amendments into a single document. Unless the certificate of incorporation of a nonmembership nonprofit corporation provides otherwise, the restated certificate of incorporation may amend the certificate of incorporation with those amendments that the board of directors is permitted to adopt in accordance with Section 10A-3A-9.05 without the approval of any person or group of persons specified in the certificate of incorporation. Unless the certificate of incorporation of a nonmembership nonprofit corporation provides otherwise, the restated certificate of incorporation of a nonmembership nonprofit corporation may also amend the certificate of incorporation with those amendments that any person or group of persons specified in the certificate of incorporation must approve in accordance with Sections 10A-3A-9.02, 10A-3A-9.05, and 10A-3A-9.30.
(b) If the restated certificate of incorporation includes one or more new amendments, the amendments must be adopted and approved as provided in (i) Section 10A-3A-9.02, (ii) Sections 10A-3A-9.03 and 10A-3A-9.04, or (iii) Section 10A-3A-9.05.
(c) A nonprofit corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth:
(1) the name of the nonprofit corporation;
(2) the text of the restated certificate of incorporation;
(3) a statement that the restated certificate of incorporation consolidates all amendments into a single document;
(4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-3A-9.06 with respect to the new amendment; and
(5) the unique identifying number or other designation as assigned by the Secretary of State.
(d) The duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to the certificate of incorporation.
(e) Unless the certificate of incorporation provides otherwise, a restated certificate of incorporation may omit the information that may be deleted pursuant to Section 10A-3A-9.03(g).

Legislative History

(Act 2023-503, §1; Act 2024-413, §1.)