Section 10-1-1
Section 10-1-1 Alteration, amendment or extension of charter by incorporated medical, dental, pharmaceutical, etc., association.
Any incorporated medical association of the State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association or other corporations organized similarly to any such corporation or of a similar kind may alter, amend or extend its charter, or may do any two or all of these, in the manner following:
(1) A written resolution setting out the name of the corporation and embodying the proposed alterations, amendments or extensions shall be submitted to a lawful annual meeting of the corporation or other lawful meeting of the corporation and adopted by a two-thirds vote of those present at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof shall prepare, sign and acknowledge as conveyances are acknowledged and file in the office of the judge of probate of the county wherein the original declaration of incorporation was filed if the charter was secured in that manner or, if the charter was granted by act or acts of the Legislature prior to the time when the Constitution of 1901, went into effect, in the Office of the Secretary of State a certificate containing a copy of said resolution and certifying that it was adopted in the manner above provided; and
(3) Upon the filing of said certificate, the charter of the corporation shall stand altered, amended, or extended as therein shown.
Any such alteration, amendment or extension may be made by changing or adding to the language of the act, or acts, of incorporation, declaration of incorporation or certificate of incorporation of the corporation, as the case may be, or by changing or adding to the language of both or all of them. When any such corporation is now or hereafter may be charged by law with public or quasi-public functions, alterations to or amendments or extensions of its charter shall in no manner add to, detract from or modify said functions or the rights and duties of the corporation in reference thereto, but no such alteration, amendment or extension of the charter of any corporation so charged by law shall be made which will interfere with the discharge of said functions.
(Acts 1915, No. 155, p. 160; Code 1923, §§6983-6985; Code 1940, T. 10, §19.)Section 10-1-2
Section 10-1-2 Establishment of segregated, separate political funds; voluntary contributions; filing of disclosure reports; violations.
(a) Any business or nonprofit corporation, incorporated under the laws of or doing business in this state, or any officer or agent acting in behalf of such corporation may give, pay, expend or contribute money, or services or anything of value for the purposes of establishing, administering or soliciting voluntary contributions to a separate, segregated fund to be utilized for political purposes (i) to aid or promote the nomination or election of any person, including an incumbent political officeholder or any other person who is or becomes a candidate for political office; or (ii) to aid or promote the interest or success, or defeat of any political party or political proposition. Any separate, segregated fund, established hereunder for any of the above enumerated purposes shall be established and administered pursuant to the following requirements and prohibitions:
(1) Any business or nonprofit corporation incorporated under the laws of or doing business in this state, or any officer or agent acting in behalf of such corporation which has established a separate, segregated political fund or any separate, segregated fund established by such corporation or officer or agent acting in behalf of such corporation may solicit voluntary contributions to such fund only from such corporation's stockholders and their families and its employees and their families; or in the case of a nonprofit corporation, its members and their employees. However, such funds may accept voluntary contributions from any individuals or from any other separate, segregated political funds.
(2) The custodians of any separate, segregated political fund established hereunder shall file with the Office of the Secretary of State of the State of Alabama such financial disclosure reports or statements now required of a candidate for public office. Filing with the Secretary of State a copy of the information required to be filed with the Federal Election Commission by such separate, segregated fund shall constitute compliance with the reporting provisions of this section.
(b) It shall be unlawful:
(1) For any separate, segregated political fund established pursuant to this section or for any person acting in behalf of such fund to solicit or secure any money or anything of value by physical force, job discrimination or financial reprisals, or by threats thereof; by dues, fees or other moneys required as a condition of employment or by moneys obtained in any commercial transaction;
(2) For any person soliciting contributions to such fund to fail to inform any person being solicited of the political purposes of such fund at the time of such solicitation;
(3) For any person soliciting for a contribution to such fund to fail to inform the person being solicited, at the time of such solicitation, of his right to refuse to contribute without any reprisal; and
(4) For any corporation regulated by the Public Service Commission to pass on to its customers any contribution made for the purpose of establishing, administering or soliciting voluntary contributions to a separate, segregated fund to be utilized for political purposes.
(Acts 1979, No. 79-705, p. 1253, §1.)Section 10-1-3
Section 10-1-3 Alteration or amendment of charter by corporations not of business character; filing and contents of declarations; issuance of certificate; provisions cumulative.
(a) Unless otherwise provided, any corporation, not of a business character, may alter or amend its charter whenever not less than three fourths in number of its members, in case of corporations having no central or general governing body, or where such corporations have a central or general governing body, then whenever not less than three fourths of the first four principal officers of such central or general governing body, shall file in the office of the judge of probate of the county wherein the original declaration of incorporation was filed or in cases where the charter was granted by an act of the Legislature, prior to the adoption of the Constitution in 1901, in the Office of the Secretary of State, a declaration in writing signed by them setting forth:
(1) When such corporation was organized, its name and what changes, if any, it is desired to make in such name;
(2) The purposes of such corporation as the same are set forth in the original declaration of incorporation, and the alterations and the amendments thereof, if any are desired;
(3) If it is desired to increase its powers as to the holding of real estate in area and value and of personal property in value, such declaration shall set forth the limitations prescribed as to these matters in the original articles of incorporation, and any amendments heretofore made thereto, and shall also set forth the increase in area of real property it is desired to acquire and hold, together with the purposes for which it is desired, and the increase in value of personal property desired to be acquired and held, and the purpose for which it is desired, and if such purposes as so declared are not violative of any of the laws or public policies of the State of Alabama, the filing of such declaration shall authorize and empower such corporation to acquire and hold such additional real estate and personal property.
But no such change or alteration in the charter or the character of any corporation shall authorize it to exercise any power or to do any acts which similar corporations are not authorized to do under the laws existing at the time such alteration or amendment may be made, nor to decrease its capital stock below the minimum fixed by existing laws.
(b) The declaration provided in subsection (a) shall be verified by the affidavit of some one or more of the signers, stating that the statements contained therein are true, and the signers thereof signed the same in the presence of affiant, or acknowledged their signatures thereto to him; and upon the filing of such declaration in the office of the judge of probate or Secretary of State, as the case may be, it shall be the duty of such officer to issue a certificate, certifying that such corporation under its new name and style, is duly authorized to do business with the powers and capacity conferred after such alterations and amendments. Such declaration and certificate must be recorded in the office of the judge of probate or the Secretary of State, in and from which the same are filed and issued.
(c) The provisions of this section are cumulative and shall not be construed to repeal or supersede any laws not directly inconsistent herewith.
(Acts 1980, No. 80-462, p. 722.)
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