Under the
Constitution of Alabama of 1901, portions of Article XII relate to private corporations
and railroads and canals. This bill would propose an amendment to the
Constitution which would rewrite certain sections of Article XII as generally
described herein and would repeal other sections. This bill would amend Section
229 by replacing current language with language specifying that the Legislature
may, by general law only, pass laws under which corporations and other defined
business entities may be organized, authorized to do business, operate,
dissolve, and be taxed, and specify that such laws now existing or hereafter
passed would be subject to amendment or repeal by general law. The amended
section would also provide strictly benevolent, educational, or religious
entities and other entities as determined by the Legislature would be exempt
from any franchise or business privilege tax. This bill would amend Section 235
relating to the taking of property for public use by municipal and other
corporations, so as to include other defined business entities. This bill would
amend Section 241 to replace existing language relating to the definition of a
corporation with language defining the term entity for purposes of the article,
to include various types of business organizations. This bill would also repeal
the following sections of Article XII relating to private corporations and
railroads and canals: Section 230, relating to the cancellation of certain
corporate charters; Section 231 relating to limitation on remitting forfeiture
of corporate charters; Section 232, as amended by Amendment 473, relating to
foreign corporations doing business in the state; Section 233, relating to
corporations being restricted to business authorized by the charter; Section
234, relating to restrictions on the issuance of corporate stocks and bonds;
Section 236, relating to security for dues from private corporations and
liability of stockholders; Section 237, relating to issuance of preferred stock
by corporations; Section 239, relating to the regulation of telephone and
telegraph companies; Section 240, specifying that corporations may sue and be
sued like natural persons; Section 243, specifying that the regulation of
railroad companies is vested in the Legislature; Section 244, relating to
prohibiting the giving of free passes or discount tickets to members of the
Legislature or officers exercising judicial functions; Section 245, relating to
railroads not giving rebates or bonuses, and deceiving or misleading the public
as to rates; and Section 246, relating to acceptance of article as a
prerequisite to benefits of future legislation. Section 238, relating to the
authority of the Legislature to revoke charters of incorporation would not be
changed. Section 242, relating to when railroads and canals are deemed public
highways and relating to railroad and canal companies, common carriers, and
rights of railroad companies generally would not be changed.
A BILL
TO BE ENTITLED
AN ACT
Proposing an
amendment to the Constitution of Alabama of 1901, relating to corporations; to
amend Section 229 relating to the authority of the Legislature to pass general
laws pertaining to corporations and other business entities; to amend Section
235 relating to the taking of property for public use by municipal and other
corporations so as to include other defined business entities; to amend Section
241, to define an entity for purposes of Article XII; and to repeal Sections
230, 231, 232, as amended by Amendment 473, 233, 234, 236, 237, 239, 240, 243,
244, 245, and 246, relating to private corporations and railroads and canals.
BE IT ENACTED BY
THE LEGISLATURE OF ALABAMA:
Section 1. The following amendment to the Constitution of
Alabama of 1901, as amended, is proposed and shall become valid as a part
thereof when approved by a majority of the qualified electors voting thereon
and in accordance with Sections 284, 285, and 287 of the Constitution of
Alabama of 1901, as amended:
PROPOSED AMENDMENT
1. Section 229
of the Constitution of Alabama of 1901, as amended by Amendment 27, is amended
to read as follows:
"Section 229. The legislature shall pass no special act
conferring corporate powers, but it shall pass general laws under which
corporations may be organized and corporate powers obtained, subject,
nevertheless, to repeal at the will of the legislature; and shall pass general
laws under which charters may be altered or amended. The legislature shall, by
general laws, provide for the payment to the state of Alabama of a franchise
tax by corporations organized under the laws of this state which shall be in
proportion to the amount of capital stock; but strictly benevolent, educational
or religious corporations or federal building and loan associations organized
pursuant to an act of congress known as the Home Owners' Loan Act of 1933, as
amended, and as the same may hereafter be amended, or building and loan
associations or organized under or authorized to do business by the laws of
Alabama shall not be required to pay such a tax on their withdrawable
or repurchasable shares. The charter of any
corporation shall be subject to amendment, alteration, or repeal under general
laws. Exemption of the shares of building and loan associations from franchise
taxes heretofore provided by statute is ratified.
"The
Legislature shall pass general laws under which corporations and other entities
may be organized, authorized to do business or conduct their affairs, operated,
dissolved, regulated, and taxed; such laws, now existing or hereafter passed,
shall be subject to amendment or repeal by general law. Strictly benevolent,
educational, or religious entities, and such other entities as the Legislature
may determine, shall be exempt from any franchise or business privilege
tax."
2. Section 235
of the Constitution of Alabama of 1901, is amended to
read as follows:
"Section 235. Municipal and other corporations, other
entities, and individuals invested with the privilege of taking property for
public use, shall make just compensation, to be ascertained as may be provided
by law, for the property taken, injured, or destroyed by the construction or
enlargement of its works, highways, or improvements, which compensation shall
be paid before such taking, injury, or destruction. The legislature is hereby
prohibited from denying Legislature may not deny the right of appeal from any
preliminary assessment of damages
against any such corporation municipal or other corporations, other entities,
or individuals made by viewers or otherwise, but such appeal shall not deprive
those who have obtained the judgement of condemnation
from a right of entry, provided the amount of damages assessed shall have been
paid into court in money, and a bond shall have been given in not less than
double the amount of the damages assessed, with good and sufficient sureties,
to pay such damages as the property owner may sustain; and the amount of
damages in all cases of appeals shall, on demand of either party, shall be
determined by a jury according to law."
3. Section 241
of the Constitution of Alabama of 1901, is amended to
read as follows:
"Section 241. The term "corporation," as used
in this article shall be construed to include all joint stock companies, and
all associations having any of the powers or privileges of corporations, not
possessed by individuals or partnerships.
"The term
"entity," as used in this article, includes any corporation,
professional corporation, limited liability company, general partnership,
limited partnership, registered limited liability partnership, trust, real
estate investment trust, joint venture, joint stock company, association,
unincorporated professional association, cooperative, bank, credit union,
savings and loan association, or other organization, regardless of whether it
is organized for-profit or not-for-profit, or is domestic or foreign."
4. The following
sections of the Constitution of Alabama of 1901, relating to private
corporations and railroads and canals are repealed: Section 230, relating to
the cancellation of certain corporate charters; Section 231, relating to limitation
on remitting forfeiture of corporate charters; Section 232, as amended by
Amendment 473, relating to foreign corporations doing business in the state;
Section 233, relating to corporations being restricted to business authorized
by the charter; Section 234, relating to restrictions on the issuance of
corporate stocks and bonds; Section 236, relating to security for dues from
private corporations and liability of stockholders; Section 237, relating to
issuance of preferred stock by corporations; Section 239, relating to
regulation of telephone and telegraph companies; Section 240, specifying that
corporations may sue and be sued like natural persons; Section 243, specifying
that the regulation of railroad companies is vested in the Legislature; Section
244, relating to prohibiting the giving of free passes or discount tickets to
members of the Legislature or officers exercising judicial functions; Section
245, relating to railroads not giving rebates or bonuses and deceiving or
misleading the public as to rates; and Section 246, relating to acceptance of
article as a prerequisite to benefits of future legislation.
END OF PROPOSED
AMENDMENT
Section 2. An election upon the proposed amendment shall be held
in accordance with Sections 284 and 285 of the Constitution of Alabama of 1901,
as amended, and the election laws of this state.
Section 3. The appropriate election official shall assign a
ballot number for the proposed constitutional amendment on the election ballot
and shall set forth the following description of the substance or subject
matter of the proposed constitutional amendment: "Proposing an amendment
to the Constitution of Alabama of 1901, to provide for the authority of the
Legislature to pass general laws pertaining to corporations and other defined
business entities; to provide for the authority of the Legislature to regulate
and tax corporations and other defined business entities; to include other
defined business entities in the provision relating to the power of taking
property for public use; to further define the term "entity" for
purposes of the applicable article relating to corporations; and to repeal
various provisions concerning private corporations, railroads, and canals.
Proposed by Act ________."
This description
shall be followed by the following language:
"Yes ( ) No ( )."
Constitutional
Amendments
Elections
Railroads
Canals
Corporations
Business and
Commerce
Business
Regulation
Taxation
Eminent Domain
Legislature
Utilities
Transportation
Charities
Franchise Tax
Business
Organizations