Section 10-3A-84

Restated articles of incorporation.

(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.

(2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of such annual meeting.

(3) At such meeting a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the votes entitled to be cast by members present or represented by proxy at such meeting.

(4) If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(b) Upon such approval, restated articles of incorporation shall be executed for the corporation, by its president or vice president, and by its secretary or assistant secretary, and verified by one of the officers signing such articles, and shall set forth:

(1) The name of the corporation.

(2) The period of its duration.

(3) The purpose or purposes which the corporation is authorized to pursue.

(4) Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators.

(5) The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.

(c) The restated articles of incorporation and a copy thereof shall be delivered to the probate judge. If the probate judge finds that such restated articles of incorporation conform to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the restated articles of incorporation and on the copy thereof the word "Filed," and the hour, day, month and year of filing thereof.

(2) File the restated articles of incorporation in his office and certify the copy thereof.

(3) Issue a restated certificate of incorporation, to which he shall affix the certified copy of the restated articles of incorporation and return such restated certificate of incorporation with the certified copy of the restated articles of incorporation affixed thereto to the corporation or its representative.

(d) Upon the filing of the restated articles of incorporation, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.

(Acts 1984, No. 84-290, p. 502, §40.)