Section 16-18-4

Amendments to certificate of incorporation.

(a) 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.

(b) The board of directors of the authority shall first adopt a resolution proposing an amendment to the certificate of incorporation, which amendment shall be set forth in full in the said resolution and may include any matters which might have been included in the original certificate of incorporation or which could be included in the certificate of incorporation of an authority organized on the date of the adoption of the said resolution proposing the amendment.

(c) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the board shall file a written application with the governing body of the determining municipality. Such application shall:

(1) State that it is wise, expedient, necessary or advisable for the said amendment to be made; and

(2) Request that the governing body of the determining municipality adopt a resolution declaring that it has reviewed the 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.

Every such application shall be 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 board may consider appropriate. As promptly as may be practicable after the filing of the said application with it, the governing body of the determining municipality 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.

(d) Within 40 days following the adoption by the governing body of the determining municipality 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 authority and the secretary of the authority shall sign and file for record in the office of the judge of probate of the county in which the original certificate of incorporation was 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 said governing body and setting forth the said proposed amendment. If the proposed amendment provides for a change in the name of the authority, 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 authority is not identical to that of any other corporation then in existence and organized under the laws of this 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 a well-bound book 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 authority, the judge of probate shall promptly send a notice to the Secretary of State advising him of such change.

(Acts 1966, Ex. Sess., No. 221, p. 308, §4.)