§ 22-21-74 — Incorporation - Certificate of Incorporation - Filing; Amendments

(a) The certificate of incorporation shall have attached thereto a certified copy of the resolution provided for in Section 22-21-73 and a certificate by the Secretary of State of the State of Alabama that the name proposed for the corporation is not identical with that of any other corporation in this state. The certificate of incorporation shall be signed and acknowledged by the incorporators before an officer authorized by the laws of this state to take acknowledgment of deeds and, with the documents attached, may be filed with the judge of probate of the county, who shall forthwith receive and record the same. When the certificate of incorporation and the documents attached have been filed as provided in this section, the corporation referred to therein and composed of the incorporators named therein shall come into existence and shall constitute a body corporate and politic under the name set forth in the certificate of incorporation. The incorporators shall constitute the members of the corporation until they are succeeded by other members as provided in this section.
(b) The certificate of incorporation of any corporation, heretofore or hereafter, organized under this division may, at any time, be amended so as to change the number of the members of its board of directors or to make any other change in the said certificate of incorporation that is not inconsistent with the provisions of this division. Any such amendment shall be effected in the following manner:
(1) The county commission of the county which authorized the incorporation of the corporation shall adopt a resolution setting forth the proposed amendment; and
(2) A certified copy of the said resolution shall then be filed in the office of the judge of probate of said county.
The proposed amendment shall become effective upon the filing in said office of such certified copy.
(c) If any such amendment shall have the effect of reducing the number of the members of the board of directors of the corporation, those directors who have been theretofore appointed for terms of office then having longer than four years to run shall remain in office as members of said board of directors; provided, however, that if the said directors whose existing terms of office will then run for longer than four years are greater in number than the full membership of the board of directors, as it will be constituted following the effective date of such amendment, the county commission shall determine, by lot, which of the said directors whose existing terms will run for longer than four years shall continue in office. If the said members whose then existing terms of office will run for longer than four years are insufficient in number to make up the full membership of the board of directors, as it will be constituted following the effective date of said amendment, then those directors who were theretofore appointed for terms then having more than two but less than four years to run shall remain in office as members of said board of directors, to the extent needed to make up the full membership of the board of directors, and if all of said members then having terms that will run for more than two, but less than four, years are not needed to make up the aforesaid full membership, then the county commission shall determine by lot which of those directors who were theretofore appointed for terms then having more than two but less than four years to run shall continue in office as members of said board of directors. If the said directors whose then existing terms of office will run for longer than four years and those directors whose then existing terms will run for longer than two, but less than four, years are together insufficient in number to make up the full membership of the board of directors, as it will be constituted following the effective date of the amendment, then the county commission shall determine, by lot, which of those directors who were theretofore appointed for terms then having less than two years to run shall continue in office as members of said board of directors. Upon the expiration of the aforesaid existing terms of office of those directors who will remain in office, pursuant to the foregoing provisions of this section, the county commission of the county shall elect or reelect directors for terms of office that shall be staggered, to the end that the terms of not less than one third of the entire membership of the board of directors, as constituted after the effective date of the said amendment, shall expire at intervals of two years. Those directors who will not, pursuant to the foregoing provisions of this section, continue in office as members of said board of directors, as constituted following the effective date of said amendment, shall thereupon cease to be members of said board of directors.

Legislative History

(Acts 1949, No. 46, p. 68, §5; Acts 1957, No. 674, p. 1021; Acts 1961, Ex. Sess. No. 287, p. 2332.)