There is hereby created and established an Agricultural Center Board, to consist of the Commissioner of Agriculture and Industries and four members who shall be qualified electors of the State of Alabama and who shall be appointed by the Governor to hold office concurrently with the Governor and until their successors are appointed and qualified. The board shall be charged with the management and control of any structure, facility or coliseum constructed by the Alabama Building Commission as an agricultural center for the purpose of housing fat livestock shows, agricultural and industrial displays and other exhibits. Vacancies on said board shall be filled in the same manner as the original appointments are made. One member of the board shall be designated by the Governor to act as chairman. Members of the board, including the chairman, shall receive $25.00 per day, and their expenses for attending meetings of the board and affairs of the board shall be paid as provided in Article 2 of Chapter 7 of Title 36 of this Code; provided, that no member shall receive annually in excess of an aggregate of $1,200.00 as per diem and expenses; provided further, that if any member appointed to this board shall be a member of the Legislature, he shall not receive any compensation other than traveling expenses. The board shall have the right to adopt such rules and regulations as may be reasonably necessary to carry out the effect and purposes of this chapter.

The following words and phrases, wherever used in this article, shall have the following respective meanings unless the context clearly indicates otherwise:

(1) THE STATE. The State of Alabama.

(2) THE CORPORATION. The corporation authorized under the provisions of this article.

(3) COLISEUM. The existing coliseum building owned by the state and located in the Alabama Agricultural Center in the City of Montgomery.

(4) BOARD. The Agricultural Center Board created by Sections 2-6-1 and 2-6-2.

(5) BUILDING COMMISSION. The Building Commission created under Article 6 of Chapter 9 of Title 41 of this Code and any agency which may be designated by the Legislature as the successor to its duties.

The Legislature has ascertained and found and hereby declares that agriculture, dairying and the raising of livestock constitute the principal sources of income of the inhabitants of the state, and it is in the public interest for the state to use every reasonable means to further the development of those pursuits. At the time of adoption of this article, the state had begun the construction of the coliseum as a building designed primarily for use in the education of the inhabitants of the state in the said pursuits and the holding in the coliseum of livestock shows, agricultural and industrial displays, markets for livestock and agricultural products and other exhibits and related events. The coliseum had not been then completed because of lack of funds available for that purpose, and in its incomplete condition it was not capable of rendering the service to the inhabitants of the state for which it was intended. It was the intent of the Legislature, by the passage of this article, to authorize the incorporation of a public corporation as an agency of the state for the purpose of acquiring the coliseum and of completing the construction and equipment thereof, at a cost not exceeding $1,250,000.00, to provide for the lease of the coliseum and to vest said corporation with all powers, rights, privileges and titles that may be necessary to accomplish such purpose. This article shall be liberally construed in conformity with the said intent.

The Governor, the Commissioner of Agriculture and Industries and the Director of Finance may become a corporation with the powers and authority provided in this article by proceeding according to the provisions of this article. They are authorized to present to the Secretary of State an application for the organization of a corporation which shall be signed by them and shall set forth:

(1) The names, official designations and official residence of the applicants, together with a certified copy of each of the commissions evidencing their respective rights to office;

(2) The date or dates on which they were respectively inducted into office and the terms of their respective offices;

(3) The name of the proposed corporation (which shall be Alabama Agricultural Center Corporation if such name is available for use by the corporation, but, if not available, then some other name that is available shall be set forth in the application);

(4) The location of the principal office of the proposed corporation; and

(5) Such other provisions as the applicants may choose to insert and as shall not be inconsistent with this article or with the laws of the state. The application shall be subscribed and sworn to by each of the applicants before an officer authorized by the laws of the state to administer oaths.

The Secretary of State shall examine the application and, if he finds that the name proposed in the application is not identical with that of a person or other corporation in the state or so nearly similar thereto as to lead to confusion and uncertainty, he shall receive the application and file it in an appropriate book or record in his office.

When the application has been made, filed and recorded as provided in this article, the applicants shall constitute a corporation under the name proposed in the application and with the powers set forth in this article. The Secretary of State shall make and issue to the applicants a certificate of incorporation, under the Great Seal of the State, reciting the fact of such incorporation and shall record the same with the application. There shall be no fees paid to the Secretary of State for any work in connection with the incorporation or dissolution of the corporation.

The Governor, the Commissioner of Agriculture and Industries and the Director of Finance shall constitute a corporation under the name Alabama Agricultural Center Corporation, with the powers set forth in this article. The corporation shall have a board of directors, which shall be the governing body of the corporation. The persons at any time holding the offices of Governor, Commissioner of Agriculture and Industries and Director of Finance and the successors to their duties shall at all times be the members of the board of directors. Any two members of the board of directors shall constitute a quorum for the transaction of business. The corporation shall have a president, a vice-president and a secretary, who shall be elected by the board of directors from the membership, and a treasurer, who shall be the State Treasurer of the state. No officer or director of the corporation shall draw any salary for any services he may render or any duty he may perform as a director or officer of the corporation. All proceedings of the board of directors shall be reduced to writing by the secretary of the corporation and recorded in a well-bound book. Copies of such proceedings, when certified by the secretary of the corporation under its seal, shall be received in all courts as evidence of the matter and things therein certified.

The corporation shall have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form:

(1) To have succession by its corporate name until dissolved as provided in this article;

(2) To sue and be sued and to prosecute and defend civil actions in any court having jurisdiction of the subject matter and of the parties;

(3) To make use of a corporate seal and to alter the same at pleasure;

(4) To acquire from the state and hold title to the coliseum and the land in connection therewith in the City of Montgomery as provided in this article, together with all rights incidental to its estate in such property;

(5) To improve the land so acquired and to complete the construction of and equip the coliseum and make all contracts necessary to that end;

(6) To sell and issue and do all things incidental to the sale and issuance of its interest-bearing revenue bonds to the extent and for the purpose set out in this article;

(7) To secure such bonds by pledge of the rentals from the leasing of its properties and to execute any instrument or instruments which its board of directors may deem necessary or desirable in connection with such pledge; and

(8) To contract, lease and make lease agreements as provided in this article respecting its properties.

The Governor is authorized and directed to execute and deliver, in the name of and in behalf of the state, immediately before or simultaneously with the delivery by the corporation of the first bonds of the corporation which are sold under this article, an appropriate deed whereby there will be conveyed to the corporation the coliseum together with the lands in the Alabama Agricultural Center in the City of Montgomery. Upon delivery of such deed to the corporation, it shall thereupon be vested with all title and rights which the State of Alabama has in the property conveyed thereby, subject to the right of reverter to the state provided for in Section 2-6-38 upon dissolution of the corporation. It is hereby recognized that if the conveyance provided for in this section is not made, the coliseum will remain uncompleted, and it will be in the public interest for the said conveyance to be made so that the corporation may complete and equip the coliseum.

The corporation is authorized to enter into a lease agreement with the board whereunder all or any part of the properties of the corporation shall be leased to the board for a period not later than the last maturity of any bonds which may be issued by the corporation pursuant to the provisions hereof. The said lease agreement shall provide for the payment by the board, as rental for the said properties, of an amount sufficient to pay, as the same respectively mature, the principal of and interest on the bonds of the corporation and to create and maintain a reserve therefor, and shall require the board, as additional rental, to pay the premiums on all proper insurance covering the coliseum and all expenses necessary to keep the coliseum in good repair. The said lease agreement may contain such other provisions and agreements not inconsistent with the provisions of this chapter as the corporation and the board may agree.

The corporation is authorized to issue its interest-bearing revenue bonds, not exceeding $1,250,000.00 in aggregate principal amount, solely for the purpose of completing the construction and equipment of the coliseum. All bonds issued by the corporation shall be limited obligations of the corporation, the principal of and interest on which shall be payable solely out of the rentals payable under said lease agreement. None of the bonds of the corporation shall ever constitute an indebtedness of the state or a charge against the credit of the state or its taxing powers. The bonds of the corporation may be authorized and issued at any time and from time to time, may be in such form and denominations, may be of such tenor, may be in registered or bearer form either as to principal or interest or both, may be payable in such installments and at such time or times, not exceeding 40 years from their date, may be payable at such place or places, may bear interest at such rate or rates payable and evidenced in such manner as shall not be inconsistent with the provisions of this article and as may be provided in the proceedings of the board of directors of the corporation whereunder said bonds shall be authorized to be issued. The corporation may retain an option or options to redeem all or any part of such bonds at such time or times, at such price or prices, after such notice or notices and on such terms and conditions as may be provided in the resolution of the board of directors of the corporation wherein the bonds shall be authorized to be issued and as shall be briefly summarized in the face of such bonds. All such bonds may be sold at either public or private sale in such manner and from time to time as may be determined by the board of directors of the corporation to be most advantageous. The corporation may pay all expenses, premiums and commissions which its board of directors may deem necessary or advantageous in connection with the authorization, sale and issuance of its bonds. All bonds issued by the corporation and all interest coupons applicable thereto shall be construed to be negotiable instruments, despite the fact that they are payable solely from a specified source. All bonds issued by the corporation shall contain a recital that they are issued pursuant to the provisions of this article, which recital shall be conclusive evidence that the said bonds have been duly authorized pursuant to the provisions of this article.

All bonds of the corporation shall be signed by its president or vice-president, and the seal of the corporation shall be affixed thereto and attested by its secretary. Any interest coupons evidencing installments of interest payable with respect to the bonds of the corporation shall be signed by its president or vice-president, but a facsimile of the signature of the president or vice-president may be impressed on any such interest coupons in lieu of his manually signing the same. Delivery of bonds so executed shall be valid notwithstanding any changes in officers or in the seal of the corporation after the signing and sealing of the bonds.

The Agricultural Center Board is authorized, subject to the provisions of the state Merit System, to employ such persons as may be necessary for the official and economical management and maintenance of the agricultural center.

In the proceedings authorizing the issuance of its bonds, the corporation is hereby authorized and empowered to pledge the said lease agreement and the rentals required to be paid thereunder for payment of the principal of and interest on its bonds and to agree to use solely for such purpose all rentals payable to the corporation from said lease agreement. Such pledge when made shall create a lien on all rentals required to be paid to the corporation under the provision of the said lease agreement. The said rentals are hereby separated from the ownership of the properties of the corporation to such extent as may be necessary to preserve inviolate the priority and enforceability of the said pledge and lien. Upon the issuance of any bonds by the corporation it shall cause to be filed in the office of the Judge of Probate of Montgomery County, Alabama, an instrument reciting the issuance of the said bonds and the pledge of said rentals and the creation of the said lien as security for the bonds so issued, and the filing of such instrument shall constitute constructive notice of the pledge and lien referred to therein.

All proceeds derived from the sale of any bonds of the corporation (other than refunding bonds) shall be deposited in the State Treasury and carried in a special account to the credit of the corporation and may be withdrawn solely for the purpose of completing and equipping the coliseum. Such withdrawal shall be upon requisition by or pursuant to authority of the corporation upon the State Comptroller and paid out by the warrant of the Comptroller upon the State Treasurer.

The cost of completing and equipping the coliseum shall be deemed to include the following:

(1) The cost of materials, supplies and labor in the construction of that part of the coliseum and the necessary facilities in connection therewith which may be constructed or completed by the corporation;

(2) The purchase price of equipment for the coliseum and the necessary facilities in connection therewith and the cost of installing such equipment;

(3) The cost of landscaping the said lands and constructing roads, walks, utilities and parking places thereon;

(4) The fees and expenses in connection with the authorization, sale and issuance of the bonds; and

(5) The interest on the bonds for a reasonable period prior to and during the period required for such construction and equipment. If any balance remains in the said account after completion of such construction and equipment and the payment of all of said costs and expenses, said balance shall be used for the retirement of bonds of the corporation, and thereafter no additional bonds shall be issued by the corporation except refunding bonds as authorized in this article.

The corporation shall go forward with and complete the construction and equipment of the coliseum and facilities necessary in connection therewith as soon as may be practicable following the sale of the bonds. Such construction and equipment shall be done by the corporation under the supervision of the Building Commission upon the award of contract for each part of the work to the lowest responsible bidder after advertisement for and public opening of sealed bids; provided, that for the purpose of determining the lowest responsible bidder, the invitation for bids and the bidding documents shall be so arranged that alternates from the base bid shall constitute cumulative deductions from the base bid in the event such alternates should be selected. All such contracts shall be lump sum contracts and shall be awarded to and executed by the corporation to the respective lowest bidders following determination by the Building Commission of the lowest bidders. Payments made by the corporation under any such contracts shall be only upon the contractor's written, verified statements, when approved by the Building Commission or its agent designated by it, in such amounts as the Building Commission may approve as having been then earned under such contracts. The Building Commission shall be reimbursed by the corporation for all reasonable direct costs incurred by the Building Commission in connection with such construction, including expenses and fees for the preparation of plans, specifications and contract documents and supervision and inspection of the work. Such plans and specifications may be revised and extras may be added to the contracts only when approved by the Building Commission and only to the extent that funds are available therefor.

All or any bonds issued by the corporation may from time to time thereafter be refunded by the issuance of refunding revenue bonds of the corporation, but the amount of any refunding bonds so issued shall not exceed the principal of the bonds refunded thereby together with any unpaid interest thereon and any premiums and commissions necessary to be paid in connection with such refunding. Any such refunding may be done regardless of whether the bonds to be refunded shall have then matured or shall thereafter mature and may be effected either by sale of the refunding bonds and the application of the proceeds thereof or by exchange of the refunding bonds for the bonds to be refunded thereby; provided, that the holders of any bonds so to be refunded shall not be compelled without their consent to surrender their bonds for payment or exchange prior to the date on which they are payable or, if they are called for redemption, prior to the date on which they may be redeemed by the corporation under their provisions. Any refunding bonds of the corporation shall be payable solely from the revenues out of which the bonds to be refunded thereby were payable. The proceeds derived from any sale of refunding bonds shall be deposited in the State Treasury and carried in a special account to the credit of the corporation and may be withdrawn solely to refund the bonds for the refunding of which they were authorized to be issued, and any balance shall be used to retire the refunding bonds so issued. Such withdrawal shall be upon requisition by or pursuant to authority of the corporation upon the State Comptroller and paid out by warrant of the Comptroller upon the State Treasurer.

Out of the rental payments provided to be made in the lease authorized in Section 2-6-27, the State Treasurer is authorized and directed to pay the principal of and interest on the bonds and the coupons as the said principal and interest shall respectively mature and to set up and maintain any reserve therefor provided for in the proceedings under which the bonds of the corporation are authorized to be issued.

Upon the adoption by the board of directors of the corporation of any resolution providing for the issuance of the bonds under the provisions of this article, the corporation may, in its discretion, cause to be published once a week for two consecutive weeks in a newspaper published and having general circulation in the City of Montgomery, a notice in substantially the following form (the blanks being first properly filled in):

‘The Alabama Agricultural Center Corporation (an agency of the State of Alabama), on the _____ day of _____, _____, authorized the issuance of $ _____ principal amount of revenue bonds of the said corporation for purposes authorized in the act of the Legislature of Alabama under which said corporation was organized. Any action or proceeding questioning the validity of the said bonds or the pledge made therefor or the proceedings under which the said bonds and pledge are authorized must be commenced within 20 days after the first publication of this notice.

Bonds issued by the corporation under the provisions of this article shall be legal investments for fiduciaries investing trust funds and for investments by savings banks and insurance companies organized under the laws of the state and shall be eligible to be used as security for the deposit of funds of the state and its instrumentalities.

The properties of the corporation and the rentals derived from the leasing thereof, the bonds issued by the corporation and the income therefrom, all lease agreements made pursuant to the provisions hereof, and all instruments which may be filed for record pertaining to the pledge and lien authorized by this article to be created shall be exempt from all taxation in the state.

When all bonds issued by the corporation and all obligations incurred by it under the provisions of and within the limitations contained in this article shall have been fully paid, the then president of the corporation shall thereupon execute and deliver in the name of and in behalf of the corporation an appropriate deed, to which the seal of the corporation shall be affixed and attested by the secretary of the corporation, whereby there shall be conveyed to the State of Alabama all properties then owned by the corporation. The then members of the board of directors of the corporation shall at such time file with the Secretary of State a written statement, subscribed and sworn to by them, reciting payment in full of all bonds of the corporation and all obligations incurred by it under the provisions of this article and the execution and delivery of said deed to the state, which statement shall thereupon be recorded by the Secretary of State with the certificate of incorporation of the corporation, whereupon the corporation shall stand dissolved.

The following words and phrases, wherever used in this article, shall, in the absence of clear implication herein otherwise, have the following respective meanings:

(1) COLISEUM. The existing coliseum building located in the Alabama Agricultural Center in the City of Montgomery.

(2) THE CORPORATION. Any public corporation which may be organized pursuant to any law now in force or hereafter enacted for the purpose of acquiring title to and completing the construction and equipment of the coliseum and the necessary facilities in connection therewith.

(3) BOARD. The Agricultural Center Board created by Sections 2-6-1 and 2-6-2.

(4) LEASE AGREEMENT. Any agreement of lease covering all or any part of the properties comprising the Alabama Agricultural Center, including the coliseum and any facilities necessary in connection therewith, which may be made between the board and the corporation pursuant to the provisions of this article.

The Agricultural Center Board is hereby authorized and empowered to enter into an agreement with the corporation under which agreement all or any part of the properties of the corporation shall be leased to the board. The lease agreement shall begin upon the completion of the construction and equipment of the coliseum and the necessary facilities in connection therewith and shall extend for such period of time as may be agreed upon by the board and the corporation; provided, that it shall not exceed for any period later than the last maturity of any bonds which may be issued by the corporation. The lease agreement shall provide for the payment by the board as rental for the properties covered thereby of an amount sufficient to pay, as the same respectively mature, the principal of and interest on all bonds issued by the corporation and to create and maintain a reserve therefor and shall require the board, as additional rental, to pay the premiums on all proper insurance covering the said properties and the equipment therein and all expenses necessary to keep the said properties in good repair and may contain such other provisions and agreements not inconsistent with the provisions of this article and the laws of the state as the board and the corporation may agree.

Upon securing possession of the properties covered by the lease agreement, the board is authorized to and shall thereafter operate, manage and control the said properties for the purpose of conducting or permitting to be conducted thereat livestock shows, agricultural and industrial displays, markets and other exhibits and events related thereto and to make contracts with individuals, livestock associations and other organizations for the conduct of such shows, displays, markets, exhibits and events related thereto. The board is authorized to make such charges for and in connection with any of said matters as will produce revenues sufficient to pay the rentals required to be paid by the board under the lease agreement and to pay the reasonable expenses of operating the said properties and the board's administrative expenses including salaries and per diem, all to the end that the said properties shall be self-supporting; provided, however, that such charges shall not be made with a view of producing any revenue or profit to the board or to the State of Alabama but shall be based exclusively upon the rentals required to be paid by the board under the lease agreement, the reasonable expenses of operating the properties covered thereby and the board's administrative expenses. It is hereby declared that it is not intended that this article shall be interpreted as authorizing the board to engage in the business of selling or marketing livestock or products of any kind or in what may be termed a brokerage business or to compete with private enterprise. In the event the revenues derived during any fiscal year of the board from the operation of the properties covered by the lease agreement should be in excess of the said rentals and operation and administration expenses payable during the same fiscal year, then the said charges shall be adjusted for the ensuing fiscal year in such manner as to void as far as may be practicable the production of any excess over the amount necessary to pay the said rentals and operating and administrative expenses payable during such ensuing fiscal year. If during any fiscal year the said charges should produce any such excess, then such excess shall be used to make advance payments on the rentals payable under the lease agreement.

The charges made by the board pursuant to Section 2-6-51 shall be deposited monthly in the State Treasury to the credit of a special fund therein designated the Agricultural Center Fund and shall be used solely for the payment of the rentals payable under the lease agreement and the said operating and administrative expenses. So much of the moneys in the Agricultural Center Fund as may be necessary therefor are hereby appropriated for said purposes. In the event the revenues derived from the operation of the properties covered by the lease agreement should not be sufficient to pay, as the same respectively mature, the rentals required to be paid by the board under the provisions of the lease agreement and to pay the said operating and administrative expenses, there is hereby appropriated and ordered set aside in each fiscal year during the term of the lease agreement, solely out of moneys accruing to the Agricultural Fund under the provisions of Section 2-6-52, such amount as, when added to the moneys in the Agricultural Center Fund derived during that fiscal year from the operation of the properties covered by the lease agreement, shall be sufficient to pay the said rentals and the said operating and administrative expenses payable during each such fiscal year. The board is hereby authorized to pledge in the lease agreement for payment of said rentals so much as may be necessary for such purpose of the moneys required by this section to be paid into the Agricultural Center Fund. The moneys so appropriated for the payment of the said rentals shall be transferred by the State Treasurer to the credit of the corporation from time to time as may be necessary to pay said rentals. All other withdrawals from the Agricultural Center Fund shall be made upon requisition by the chairman of the board to the State Comptroller and upon warrant drawn by the State Comptroller upon the State Treasurer. Nothing contained in this section shall be construed to estop or prevent the Legislature at any time and from time to time in the future from altering the amounts and rates of the fees, licenses, fines, penalties and charges, the collections from which may now or hereafter be required by law to be paid into the Agricultural Fund, or from abolishing any thereof or substituting others therefor or adding others thereto as the Legislature, in its discretion, may from time to time deem advisable. The appropriations made in this section for the payment of rentals under the lease agreement shall not be subject to the provisions of Article 4 of Chapter 4 of Title 41 of this Code, and shall not be restricted by or subject to the provisions of any other act making general or special appropriations.

The lease agreement shall never in any event constitute or give rise to an indebtedness of the State of Alabama and no recourse shall ever be had against the general credit of the state or against its general funds for payment of said rentals. The rentals provided for in the lease agreement shall be payable solely out of the moneys in the Agricultural Center Fund derived from the operation of the properties covered by the lease agreement and, to the extent such moneys are not sufficient to pay said rentals and to pay the said operating and administrative expenses, out of the moneys in the Agricultural Fund appropriated for said purposes in this article. No moneys at any time in the General Fund of the state shall ever be used for payment of said rentals.

As used in this article, the following words shall have the following meanings unless the context clearly requires otherwise:

(1) AGRICULTURAL CENTER BOARD. The board of that name established pursuant to Article 2 of this chapter.

(2) AGRICULTURAL FUND. The fund of that name created and administered pursuant to Article 1, Chapter 9, Title 2.

(3) BOARD OF AGRICULTURE AND INDUSTRIES. The Alabama Board of Agriculture and Industries created pursuant to Section 2-3-1.

(4) BUILDING COMMISSION. The Building Commission created under Article 6, Chapter 9, Title 41, and any successor agency thereto.

(5) COLISEUM. The existing Garrett Coliseum and the grounds and other buildings and structures associated therewith, all owned by the Agricultural Center Board and located in the City of Montgomery, Alabama.

(6) CORPORATION. The public corporation authorized to be created by this article.

(7) ELIGIBLE INVESTMENTS. (i) Any time deposit with, or any certificate of deposit issued by, any bank, savings bank or savings and loan association which is organized under the laws of the United States of America that may succeed to the functions of such corporation; (ii) any debt securities that are direct, general obligations of the United States of America; (iii) any debt securities payment of the principal of and interest on which is unconditionally guaranteed by the United States of America; (iv) any debt securities (including participation certificates) that are direct, general obligations of any of the following agencies of the United States of America: the Export-Import Bank of the United States, the Federal Farm Credit Bank, the Federal Land Banks, the Federal Immediate Credit Banks, the Banks for Cooperatives, the Federal Home Loan Banks (including any joint obligations of any two or more of the foregoing agencies), the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, the Federal National Mortgage Association, the Farmers Home Administration, or any other agency or instrumentality of the United States of America; (v) any repurchase obligations of any bank, savings bank or savings and loan association which is a member of the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation (or any department, agency or instrumentality of the United States of America that shall succeed to the functions of such federal corporation), which repurchase obligations are at least 100 percent secured by any one or more classes of eligible investments described in (i) through (iv), inclusive, above; (vi) any security or interest therein, whether secured or unsecured, in which an insurance company or a savings and loan association organized under the laws of the state may legally invest its own moneys at the time of investment therein by the corporation; (vii) shares of any money market fund registered and regulated under the Federal Investment Company Act of 1940, as amended, as a no-load, open-end management investment company, the portfolio assets of which consist solely of cash and eligible investments and repurchase agreements fully secured by any one or more classes of eligible investments; and (viii) any debt obligation, debt instrument or deposit obligation in which trustees are legally permitted to invest under the laws of the state at the time of investment therein by the corporation.

(8) MARKET FACILITY. Any facility for the inspection, grading, standardization, classification, refrigeration, dehydration, canning, packing, processing, cold storage and marketing of agricultural and kindred products permitted to be acquired and constructed by the Board of Agriculture and Industries pursuant to Section 2-3-20.

(9) SECURITIES. When used with reference to debt instruments to be issued by the corporation, shall mean and include notes, bonds and other forms of indebtedness.

(10) STATE. The State of Alabama.

The Legislature has found and determined and does hereby declare that in certain areas of this state, there are inadequate market facilities available to Alabama farmers for the efficient handling and sale of agricultural and agriculture related products.

The Legislature has also found and determined, and does hereby declare that the coliseum is in dire need of repair and is in such poor condition as to limit its use by the public. It is the intent of the Legislature, by the passage of this article, to authorize the incorporation of a public corporation as an instrumentality of the state for the purpose of borrowing funds to finance the construction of an adequate market facility and the renovation of the coliseum and to vest said corporation with all powers, rights, privileges and titles that may be necessary to accomplish said purposes. This article shall be liberally construed in conformity with said intent.

The Governor, the Commissioner of Agriculture and Industries and the Director of Finance may incorporate and organize a public corporation with the powers and authority provided in this article by proceeding according to the provisions of this article. They are authorized to present to the Secretary of State an application for the organization of a corporation which shall be signed by them and shall set forth:

(1) The names, official designations and official residences of the applicants, together with a certified copy of each of the commissions evidencing their respective rights to office;

(2) The date or dates on which they were respectively inducted into office and the terms of their respective offices;

(3) The name of the proposed corporation (which shall be Alabama Agricultural Markets and Coliseum Corporation, if such name is available for use by the corporation, but if not available, then some other name that is available shall be set forth in the application);

(4) The location of the principal office of the proposed corporation, which shall be within the State of Alabama; and

(5) Such other provisions as the applicants may choose to insert and as shall not be inconsistent with this article or with the laws of the state. The application shall be subscribed and sworn to by each of the applicants before an officer authorized by the law of the state to administer oaths.

The Secretary of State shall examine the application, and if he finds that the name proposed in the application is not identical with that of a person or other corporation in the state or so nearly similar thereto as to lead to confusion and uncertainty, he shall receive the application and file it in an appropriate book or record in his office.

When the application has been made, filed and recorded as provided in this article, the applicants shall constitute a corporation under the name proposed in the application and with the powers set forth in this article. The Secretary of State shall make and issue to the applicants a certificate of incorporation, under the Great Seal of the State, reciting the fact of such incorporation and shall record the same with the application. There shall be no fees paid to the Secretary of State for any work in connection with the incorporation or dissolution of the corporation.

The powers of the corporation shall be vested in a board of directors consisting of the persons at any time holding the offices of Governor, Commissioner of Agriculture and Industries and Director of Finance. Any two members of the board of directors shall constitute a quorum for the transaction of business. No vacancy in the membership of the board of directors or the voluntary disqualification or abstention of any member thereof shall impair the right of a quorum of the board of directors to act. The corporation shall have a president, a vice-president and a secretary, who shall be elected by the board of directors from the members of the board, and a treasurer, who shall be the State Treasurer of the state. If it so desires, the board of directors may appoint an assistant secretary who need not be a member of the board of directors. The officers of the corporation shall hold their respective offices for such terms as the board of directors shall determine, subject to the requirement that the president, vice-president and secretary shall at all times be members of the board of directors. No officer or director of the corporation shall draw any salary for any services he may render or any duty he may perform as a director or officer of the corporation; provided, however, that directors and officers of the corporation may be reimbursed for their actual expenses properly incurred in the performance of their duties as directors or officers of the corporation. All proceedings of the board of directors shall be reduced to writing by the secretary of the corporation and recorded in a well-bound book. Copies of such proceedings, when certified by the secretary of the corporation under its seal, shall be received in all courts as evidence of the proceedings and other matters therein certified.

The corporation shall have the following powers, together with all powers incidental thereto or necessary or convenient to the discharge thereof in corporate form:

(1) To have succession by its corporate name until dissolved as provided in this article;

(2) To sue and be sued and to prosecute and defend civil actions in any court having jurisdiction of the subject matter and of the parties;

(3) To adopt and make use of a corporate seal and to alter the same at pleasure;

(4) To make and alter all needful bylaws, rules and regulations for the transaction of the corporation's business and the control of its property and affairs;

(5) To borrow money and, in evidence of such borrowing, to sell and issue its securities (whether or not bearing periodic interest) as herein provided for any corporate use or purpose;

(6) To pledge for the payment of the principal of, premium, if any, and interest on such securities, any funds or revenues from which said securities may be made payable as herein provided;

(7) To appoint, employ, discharge and contract with such employees, agents, independent contractors, trustees and depositories, attorneys, accountants, financial experts, underwriters, fiscal agents or other advisors as may in the judgment of the board of directors be necessary or desirable, and to fix and pay their compensation and expenses; and

(8) To make and enter into such contracts, agreements and other actions as may be necessary or desirable to accomplish any corporate purpose and to exercise any power necessary for the accomplishment of the purposes of the corporation or incidental to the powers expressly set out herein.

(a) The corporation is authorized to issue and sell its interest-bearing or noninterest-bearing securities, in one or more series, not exceeding $6,000,000.00, in aggregate principal amount, to provide funds to be used by the Board of Agriculture and Industries in the construction, acquisition and installation of a market facility and to be used by the Agricultural Center Board in the renovation of the coliseum.

(b) The principal of, premium, if any, and interest on any securities or series of securities of the corporation the proceeds of which are devoted to the construction, acquisition and installation of the market facility shall be payable from and secured by a pledge of all rents, leases, charges or other revenues derived or realized from leases to the public of said market facility after deduction of costs of operation. The principal of, premium, if any, and interest on any securities or series of securities the proceeds of which are devoted to the renovation and repair of the coliseum shall be payable from and secured by a pledge of all rents, leases, or any other revenue derived or realized from the public from operation of the coliseum, after deduction of costs of operation.

To the extent that the sources of revenue described above are insufficient to provide for the payment of the debts of the corporation, the principal of, premium, if any, and interest on the corporation's securities may be secured by a pledge of so much as is necessary of the fees, permit fees, license fees, fines and penalties imposed, charged and collected by the Department of Agriculture and Industries and paid into the Agricultural Fund. There is hereby appropriated and set aside in each fiscal year, solely out of the fees, permit fees, license fees, fines and penalties accruing to the Agricultural Fund such amount as, when added to the revenues from operation of the market facility and the coliseum, net of costs of operation, shall be sufficient to pay the principal of, premium, if any, and interest on the corporation's securities coming due in said fiscal year. Moneys in the Agricultural Fund which consist of contributions by the federal government or any private agency, appropriations by the Legislature from the General Fund, assessments collected for the promotion of agricultural industries and products as provided in Chapter 8 of Title 2, or any other funds other than funds realized from fees, permits, licenses, fines and penalties, shall not be used or pledged for payment of debt service on the corporation's securities.

(c) Securities of the corporation may be authorized, issued and sold at any time and from time to time, may be in such form and denominations, may be of such tenor, shall be in registered form, may be payable in such installments and at such time or times not exceeding 20 years from their date, may be payable at such place or places, may be redeemable at such times and under such conditions and may bear interest at such rate or rates payable and evidenced in such manner or may be structured to bear no interest or to reflect compound interest, all as shall not be inconsistent with the provisions of this article and as may be provided in the proceedings of the board of directors of the corporation whereunder said securities shall be authorized to be issued. Securities of the corporation may be sold at such price or prices and at such time or times as the board of directors of the corporation may consider advantageous, either at public or private sale and by negotiation or by competitive bid; provided, that securities may be sold in a private sale and on negotiated terms only upon a finding by the president that a public sale of the securities is, under the circumstances existing at the time, either impractical or undesirable. Securities of the corporation sold by competitive bid must be sold, whether on sealed bids or at public auction, to the bidder whose bid reflects the lowest net interest cost to the corporation for the securities being sold, computed from their date to their respective maturities; provided, that if no bid acceptable to the corporation is received, it may reject all bids. The corporation may fix the terms and conditions under which each sale of bonds may be held; provided, that such terms and conditions shall not conflict with any of the requirements of this article. The corporation may allow or pay, from the proceeds of sale of its securities, all expenses, premiums, discounts, insurance premiums, letter of credit fees and commissions as the board of directors may deem necessary or advantageous in connection with the authorization, sale and issuance of its securities. All securities issued by the corporation and any interest coupons applicable thereto shall be construed to be negotiable instruments, despite the fact that they are payable solely from a specified source. All securities issued by the corporation shall be solely and exclusively limited obligations of the corporation, payable out of the sources provided in this article, and shall not be obligations or debts of any kind of the state. All securities issued by the corporation shall contain a recital that they are issued pursuant to the provisions of this article, which recital shall be conclusive evidence that the said securities have been duly authorized pursuant to the provisions of this article.

All securities of the corporation shall be signed by its president or vice-president, and the seal of the corporation shall be affixed thereto and attested by its secretary. The signatures of the president, vice-president and secretary may be facsimile signatures and a facsimile of the seal of the corporation may be imprinted on the securities if the board of directors, in its proceedings with respect to issuance of such securities, provides for manual authentication of such securities by a trustee or paying agent or by named individuals who are employees of the state and who are assigned to the Finance Department or State Treasurer's office of the state. Delivery of securities so executed shall be valid notwithstanding any changes in officers or in the seal of the corporation after the signing and sealing of such securities.

All proceeds derived from the sale of any securities of the corporation, other than refunding securities, shall be deposited in the State Treasury and carried in a special account or accounts, and may be withdrawn solely for the purposes and in the amounts set out below:

(1) No more than 60 percent of the said proceeds shall be used for the acquisition, construction and installation of a market facility by the Board of Agriculture and Industries. Withdrawals for such purpose shall be upon requisition by or pursuant to authority of the Board of Agriculture and Industries addressed and presented to the State Comptroller and paid out by the warrant of the Comptroller upon the State Treasury, to be used only to pay the following:

a. The cost of materials, supplies and labor used in the construction of the market facility;

b. The cost of acquisition and installation of equipment for the market facility;

c. The cost of acquiring and landscaping the site for the market facility and the cost of constructing and installing roads, walks, utilities and parking facilities;

d. The fees and expenses incurred by the corporation in connection with the authorization, sale and issuance of the securities; and

e. Interest on the securities for a reasonable period prior to completion of the market facility.

(2) No more than 40 percent of the said proceeds shall be used for the renovation of the coliseum by the Agricultural Center Board. Withdrawals for such purpose shall be upon requisition by or pursuant to the authority of the Agricultural Center Board, addressed and presented to the State Comptroller, and paid out by the warrant of the Comptroller upon the State Treasurer, to be used only to pay the following:

a. Costs incurred to renovate, repair or replace items in the coliseum main building including, but not limited to, the roof, glass and roll type doors, rest rooms, including paraplegic requirements, the arena, floors of all types, offices, walls, ceilings, paint, curtains, wall louvers, arena lights, heating and cooling systems, hardware and sound systems;

b. Costs incurred to renovate, repair or replace items in or on the cattle barns located on the coliseum grounds, including, but not limited to, floors, roofs, walls, cattle stanchions, ceilings, insulation, paint and electrical and plumbing systems;

c. Costs incurred to renovate, repair or replace items in or on the horse barns located on the coliseum grounds, including but not limited to, roofs, floors, walls, paint, drainage around the barns and electrical and plumbing systems;

d. Costs incurred to renovate, repair or replace items in or on the exhibit barns and other buildings located on the coliseum grounds, including but not limited to, roofs, walls, floors, ceilings, paint and plumbing and electrical systems;

e. Costs incurred to renovate and repair items in or on the outdoor horse arena located on the coliseum grounds, including but not limited to, enlargement of the arena, drainage, construction of rest rooms, concession stands and sheds over the arena, electrical and plumbing systems and parking areas;

f. Costs incurred to renovate, repair, replace or install fences, parking lot lights, parking lot surfaces and other items incidental to upkeep of the coliseum grounds;

g. The fees and expenses incurred by the corporation in connection with the authorization, sale and issuance of the securities; and

h. Interest on the securities for a reasonable period prior to completion of the coliseum renovation and construction.

(3) Any balance remaining in the said special account or accounts after completion of acquisition, construction, renovation and equipping of the market facility and the coliseum, and after the payment of all costs and expenses of the corporation incurred in the issuance of its securities, shall be used for the payment or redemption of securities of the corporation and thereafter no additional securities shall be issued by the corporation except refunding securities as authorized in this article.

The Board of Agriculture and Industries shall proceed with the acquisition, construction and equipping of the market facility as soon as may be practicable following the sale of the corporation's securities. Such acquisition, construction and equipping shall be done by the Board of Agriculture and Industries under the supervision of the Building Commission upon the award of a contract or contracts for each part of the work to the lowest responsible bidder after advertisement for and public opening of sealed bids; provided, that for the purpose of determining the lowest responsible bidder, the invitation for bids and the bidding documents shall be so arranged that alternates from the base bid shall constitute cumulative deductions from the base bid in the event such alternates should be selected. All such contracts shall be lump sum contracts and shall be awarded and executed by the Board of Agriculture and Industries to the respective lowest bidders following determination by the Building Commission of the lowest bidders. Payment made under any such contracts shall be only upon the contractor's written, verified statements when approved by the Building Commission or its agent, in such amounts as the Building Commission may approve as having been then earned under such contracts. The Building Commission shall be reimbursed for all reasonable direct costs incurred by it in connection with such acquisition, construction and equipping, including expenses and fees for the preparation of plans, specifications and contract documents and supervision and inspection of the work. Such plans and specifications may be revised and extras may be added to the contracts only when approved by the Building Commission and only to the extent that funds are available therefor.

The Agricultural Center Board shall proceed with the renovation and repair of the coliseum as soon as may be practical following the sale of the corporation's securities. Such renovation and repair shall be done by the Agricultural Center Board under the supervision of the Building Commission upon the award of a contract or contracts for each part of the work to the lowest responsible bidder after advertisement for and public openings of sealed bids; provided, that for the purpose of determining the lowest responsible bidder, the invitation for bids and the bidding documents shall be so arranged that alternates from the base bid shall constitute cumulative deductions from the base bid in the event such alternates should be selected. All such contracts shall be lump sum contracts and shall be awarded and executed by the Agricultural Center Board to the respective lowest bidders following determination by the Building Commission of the lowest bidders. Payments made under any such contracts shall be only upon the contractor's written, verified statements when approved by the Building Commission or its agent, in such amounts as the Building Commission may approve as having been then earned under such contracts. The Building Commission shall be reimbursed for all reasonable direct costs incurred by it in connection with such acquisition, construction and equipping, including expenses and fees for the preparation of plans, specifications and contract documents and supervision and inspection of the work. Such plans and specifications may be revised and extras may be added to the contracts only when approved by the Building Commission and only to the extent that funds are available therefor.

Any securities issued by the corporation may from time to time thereafter be refunded by the issuance of refunding securities of the corporation, but the amount of any refunding securities so issued shall not exceed the principal of the securities refunded thereby together with any unpaid interest thereon, any redemption premium thereon and any expenses of such refunding. Any such refunding securities may be issued regardless of whether the securities to be refunded shall have then matured or shall thereafter mature, and such refunding may be effected either by sale of the refunding securities and the application of the proceeds thereof to the payment or redemption of the securities so refunded or by exchange of the refunding securities for those to be refunded thereby; provided, that the holders of any securities so to be refunded shall not be compelled without their consent to surrender their securities for payment or exchange prior to the date on which they are payable or, if they are called for redemption, prior to the date on which they may be redeemed by the corporation according to their terms. Any refunding securities of the corporation shall be payable solely from and secured by the revenues out of which the securities to be refunded thereby were payable. The proceeds derived from any sale of refunding securities shall be applied to the purchase, redemption or payment of the securities refunded thereby. Pending the application of said proceeds to the purchase, redemption or payment of such outstanding securities, the said proceeds may be invested in eligible investments pursuant to an escrow or trust agreement providing for the future application of such proceeds to the purchase, redemption or payment of such outstanding securities.

The State Treasurer is authorized and directed to pay the principal of, premium, if any, and interest on the securities of the corporation as the said principal, premium and interest shall respectively mature and become payable, but only from the sources herein provided.

Upon the adoption by the board of directors of the corporation of any resolution providing for the issuance of securities under the provisions of this article, the corporation may, in its discretion, cause to be published once a week for two consecutive weeks in a newspaper published and having general circulation in the City of Montgomery, a notice in substantially the following form (the blanks being first properly completed):

“The Alabama Agricultural Markets and Coliseum Corporation (an instrumentality of the State of Alabama), on the _____ day of ______, authorized the issuance of $_____ principal amount of securities of the said corporation for purposes authorized in the act of the Legislature of Alabama under which said corporation was organized. Any action or proceeding questioning the validity of the said securities or the pledge of security made therefor or the proceedings under which the said securities and pledge are authorized must be commenced within 20 days after the first publication of this notice.

Any civil action or proceeding in any court to set aside the proceedings for the issuance of securities under the provisions of this article or to contest the validity of any such securities or the validity of the pledge made therefor must be commenced within 20 days after the first publication of the said notice. After the expiration of the said period, no right of action or defense founded upon the validity of the said proceedings or of the said securities or pledge shall be asserted nor shall the validity of the said proceedings, securities or pledge be open to question in any court on any ground whatsoever except in a civil action commenced within such period. Any such civil action or any civil action to protect or enforce any rights under the provisions of this article shall be brought in the Circuit Court of Montgomery County.

Securities issued by the corporation under the provisions of this article shall be legal investments for fiduciaries investing trust funds and for investments by savings banks, savings and loan associations and insurance companies organized under the laws of the state and shall be eligible to be used as security for the deposit of funds of the state and its instrumentalities.

All securities issued by the corporation and any redemption premium and any interest thereon, the properties of the corporation and any income realized from rents or leases obtained from operation of any market facility constructed under the provision of this article, or any income realized from rents or leases from any source or business under the control of the Agricultural Center Board, and all instruments which may be filed for record pertaining to the pledge and lien authorized by this article to be created, shall be exempt from all taxation in the state.

When all securities issued by the corporation and all obligations incurred by it under the provisions of, and within the limitations contained in this article, shall have been fully paid, then the members of the board of directors of the corporation may at such time file with the Secretary of State a written statement subscribed and sworn to by them, reciting payment in full of all securities of the corporation, and all obligations incurred by it under the provisions of this article, which statement shall then be recorded by the Secretary of State with the certificate of incorporation of the corporation, whereupon the corporation shall stand dissolved.