An Alabama nonprofit corporation is created by filing a certificate of formation with the Alabama secretary of state. Among other things, Alabama law requires the certificate to include the nonprofit's name. If the nonprofit needs to change its name after filing the certificate of formation, a certificate of amendment must be filed with secretary of state. In addition to the information regarding the new name, Alabama law also requires the certificate of amendment to include information indicating that the nonprofit’s directors and voting members consented to and authorized the filing of the certificate of amendment.
Call a meeting of the board of directors to adopt a resolution approving the proposed certificate of amendment for a name change and directing that the amendment be submitted to the voting members of the nonprofit for approval at a special meeting to be set according to the nonprofit's bylaws.
Prepare a written notice for the meeting of the nonprofit's voting members that sets forth the proposed certificate of amendment for the name change along with the information required in the bylaws for a notice of special meeting. Send a copy of the notice to each voting member according to the nonprofit's bylaws.
Attend the special meeting of voting members to discuss and vote on the proposed certificate of amendment. If all voting members are in favor of the amendment, prepare a writing to be signed by all members indicating their consent to the amendment. If not all voting members are in favor of the amendment, record the vote of each member which, in order for it to be approved, must show that a quorum was present and at least two-thirds of the voting members approved the amendment.
Prepare the certificate of amendment for filing with the secretary of state in accordance with Code of Alabama Section 10A-1-3.13, which requires the name of the nonprofit; a statement that it is a nonprofit corporation; the date the certificate of formation was filed, as well as the date and office where any prior certificate of amendment was filed; and a statement indicating that the name of the nonprofit is being changed, the new name and the specified provision of the certificate of formation that is being altered. Code of Alabama Section 10A-3-4.02(1) further requires that the certificate of amendment for a nonprofit corporation include a statement that the amendment was approved by the written consent of all voting members; or a statement that sets forth the meeting date when two-thirds of the voting members approved the amendment at which a quorum was present.
Execute the certificate of amendment by having it signed by two of the nonprofit's officers, one of whom can be the president or a vice president, and the other of whom can be either the secretary or an assistant secretary.
File the certificate of amendment with the Secretary of State located at 100 North Union Street, Suite 770, Montgomery, Alabama 36130. The proper filing fee must accompany the certificate of amendment. Information for the current fee can be obtained by calling the secretary's office at (334) 242-5324.