§ 11-97-5 — Amendments to Certificate of Incorporation

The certificate of incorporation of any corporation 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 corporation, the chairman of the board and the secretary of the corporation shall sign and file a written application in the name of and on behalf of the corporation, under its seal, with the governing body of the 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 the determining subdivision pursuant to the foregoing provisions of this section, that governing body shall review the said application and shall find and determine whether it is wise, expedient, necessary or advisable for the said amendment to be made. In finding and determining whether it is wise, expedient, necessary or advisable for the said amendment to be made, the said governing body may consider, in conjunction with any other factors it may deem relevant, alternative means of accomplishing any lawful objective or purpose of the said amendment affecting the public interest. If the said governing body finds and determines that it is wise, expedient, necessary or advisable for the said amendment to be made, it shall adopt a resolution declaring that it has reviewed the said application and has found and determined as a matter of fact that it is wise, expedient, necessary or advisable for the said amendment to be made; if the said governing body finds and determines that it is not wise, expedient, necessary or advisable for the said amendment to be made, it shall deny the application. Such governing body 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.
Within 40 days following the adoption by the governing body of the determining subdivision of a resolution finding and determining as a matter of fact that it is wise, expedient, necessary or advisable for said amendment to be made, the chairman of the board of the corporation and the secretary of the corporation shall sign, and file for record in the office of the judge of probate with which the certificate of incorporation of the corporation was originally filed a certificate in the name of and in behalf of the corporation, under its seal, reciting the adoption of said respective resolutions by the board and by the said governing body and setting forth the said proposed amendment. If the proposed amendment provides for a change in the name of the corporation, there shall be filed, together with the certificate required by the immediately preceding sentence, a certificate by the Secretary of State showing that the proposed new name of the corporation is not identical to that of any other corporation then in existence and organized under the laws of the state or so nearly similar to that of any other such corporation as to lead to confusion and uncertainty. The judge of probate shall promptly examine each such certificate and shall determine whether it is complete and regular on its face and whether the proposed amendment complies with the provisions of this chapter. If the judge of probate shall find that each such certificate is complete and regular on its face and that the proposed amendment complies with the provisions of this chapter, he shall require each such certificate to be recorded in the permanent records maintained in his office. Upon the filing of the aforesaid certificates, the said amendment to the certificate of incorporation shall become effective. If the proposed amendment effects a change in the name of the corporation, the judge of probate shall promptly send a notice to the Secretary of State, advising him of such change. No certificate of incorporation of a corporation shall be amended except in the manner provided in this section.

Legislative History

(Acts 1984, No. 84-314, p. 695, §5.)