Corporate Law Deleting a Prior Amendment to Articles of Incorporation

[Osawah]

When a new amendment to a nonprofit corporation's articles of incorporation is filed which specifically states that a prior amendment is "deleted," what exactly does that mean? What does the term, "deleted," mean and how does it differ from a prior action being superseded by a current action? Is the deleted amendment literally, physically deleted and removed from the Secretary of State's records?

 

[Osawah]

Improperly Changing Name of Corporation

A small nonprofit corporation held a meeting earlier this year and voted to change its name. An amendment was thereafter filed with the appropriate county Probate Office and is now on file with the Secretary of State. It was, however, discovered several months later that the name was not legally adopted. While the corporation's Bylaws allow for such changes to be made by a majority vote, Alabama law requires that all amendments to the Articles of Incorporation must be adopted by no less than 2/3 majority of a quorum of eligible voters.

Consequently, while the Secretary of State's web site reflects the corporation's new name as a matter of official record, in reality that name was not legally changed. I have advised the corporation that they need to schedule a special election as soon as possible and hold a new vote on the change. If the new name is legally adopted, a new amendment would need to be filed to both address the previous erroneous amendment and to officially change the name based on the legal vote.

Assuming the special election results in the new name being legally adopted, the new amendment form will require that the current name, as stated on the Certificate of Formation/Articles of Incorporation, be included on the form as well as the newly adopted name. Which name would be considered the current name, the original name or the new name as it was previously and improperly filed? If I list the original name, it's not going to match up with the Secretary of State's records. If I list the new name from the earlier (faulty) amendment, am I not going to be basically stating something that is not legally correct?

 

[Osawah]

One follow-up question: When the earlier (faulty) amendment was filed, the corporation had to file a Name Reservation form. Assuming that the new name is legally adopted in the upcoming special election, when the new amendment form is filed correctly changing the name, would a new Name Reservation Form be required if the new name is the same name as was previously (and incorrectly) filed?

 

[army judge]

I suggest you seek advice about your name change from an Alabama licensed attorney.
The Alabama SOS might also be able to guide you.
Good luck.

 

[Osawah]

I suggest you seek advice about your name change from an Alabama licensed attorney.
The Alabama SOS might also be able to guide you.
Good luck.

Thanks. I've tried the Secretary of State's office. They do not provide guidance of any substantive nature. If they construe ones question as being "legal question" (which they typically do), they simply tell you to talk to an attorney. They have refused to even advise whether a form was filed correctly, saying that constituted a legal question. The corporation is so small I'm not sure the resources would be available to pursue an attorney, and I've been unable to this point finding one willing to advise without a fee.

 

[Osawah]

Bylaws Filed as an Amendment

If a nonprofit corporation's Bylaws are filed as a formal amendment with the appropriate Probate Court, is there any more legal significance ascribed to those Bylaws than would otherwise be ascribed had they not been filed? Would, for example, such Bylaws supersede any subsequent amendments that were made that were not so filed?

 

[army judge]

Thanks. I've tried the Secretary of State's office. They do not provide guidance of any substantive nature. If they construe ones question as being "legal question" (which they typically do), they simply tell you to talk to an attorney. They have refused to even advise whether a form was filed correctly, saying that constituted a legal question. The corporation is so small I'm not sure the resources would be available to pursue an attorney, and I've been unable to this point finding one willing to advise without a fee.

Do NOT create multiple threads asking the same or similar question.

 

[Osawah]

Thanks, FYI, however, contrary to the assertion, I did not submit a duplicate thread. I initiated my post in the same manner as my other two questions. If you will check the posting list, you will note the empty thread that I submitted. I have no clue how the post got attached to this thread, as when I viewed it initially after creating it, it was properly linked to its own thread.

 

[Osawah]

You can disregard my previous post. I think I understand what you were saying. You apparently consider my three different post as being similar enough to have consolidated them into one thread. While the three questions do all relate to the same nonprofit, they are different questions about three separate and distinct issues. I fear that by consolidating all three into one, the exposure to two of the issues has been diminished due to the topic of this single thread.

Just one question...does your instruction mean that every question I have about this particular nonprofit must also be included in this thread?

 

[army judge]

You can disregard my previous post. I think I understand what you were saying. You apparently consider my three different post as being similar enough to have consolidated them into one thread. While the three questions do all relate to the same nonprofit, they are different questions about three separate and distinct issues. I fear that by consolidating all three into one, the exposure to two of the issues has been diminished due to the topic of this single thread.

Just one question...does your instruction mean that every question I have about this particular nonprofit must also be included in this thread?

I suggest you see an attorney.

Otherwise, wait and see if anyone responds to your original queries.
We don't offer detailed legal advice.
We generally offer answers to simple legal questions.