§ 11-89A-5 — Amendments to Certificate of Incorporation

The certificate of incorporation of any authority incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include any matters which might have been included in the original certificate of incorporation.
After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chairman of the board and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of each determining subdivision, 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 said amendment to the certificate of incorporation, together with such documents in support of the application as the said chairman may consider appropriate. As promptly as may be practicable after the filing of the said application with the governing body of a determining subdivision pursuant to the foregoing provisions of this section, that governing body shall review the said application and shall adopt a resolution either denying the said application or authorizing the proposed amendment. While it shall not be necessary that any such resolution be published in a newspaper or posted, the governing body of each determining subdivision with which such application is filed shall also cause a copy of the said application and all accompanying documents to be spread upon or otherwise made a part of the minutes of the meeting of said governing body at which final action upon the said 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 determining subdivision of an approving resolution.
Within 40 days following the adoption by the governing body of the determining subdivision of a resolution approving the proposed amendment (or, if there is more than one, the last adopted of such approving resolutions) the chairman of the board of the authority and the secretary of the authority shall sign, and file for record in the office of the judge of probate with which the certificate of incorporation of the authority was originally filed a certificate in the name of and in behalf of the authority, under its seal, reciting the adoption of said respective resolutions by the board and by the governing body of each determining subdivision and setting forth the said proposed amendment. The judge of probate for such county shall thereupon record said 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 the amendment. No certificate of incorporation of an authority shall be amended except in the manner provided in this section.

Legislative History

(Acts 1980, No. 80-278, p. 368, §6; Acts 1989, No. 89-744, p. 1476, §5.)