Wherever used in this chapter, unless a different meaning clearly appears in the context, the following terms shall be given the following respective meanings:

(1) CORPORATION. Any corporation organized pursuant to the provisions of this chapter.

(2) MUNICIPALITY. Any incorporated city or town in this state with respect to which a corporation may be organized and in which it is contemplated the corporation will function.

(3) FACILITY. Such term includes all of the following revenue-producing undertakings and any combination or combinations of two or more thereof, whether now existing or hereafter acquired or constructed: Stadium, football field, baseball field, athletic field, golf course, tennis court, bathhouse, swimming pool, speedways, racetracks and facilities for testing and proving automobiles and other vehicles, together with all real and personal properties which may be deemed necessary or convenient in connection therewith.

(4) GOVERNING BODY. The board or body in which the general legislative powers of the municipality are vested.

The principal of and interest on any bonds issued by the corporation shall be secured by a pledge of the revenues out of which the same shall be made payable and may be secured by a mortgage or deed of trust covering all or any part of the facilities from which the revenues so pledged may be derived, including all supplies, equipment and easement in connection with such facilities and any enlargements of and additions to any thereof thereafter made. Any such mortgage or deed of trust and the resolution under which the bonds are authorized to be issued may contain any agreements and provisions respecting the management, operation and maintenance of the facilities covered thereby, the fixing and collection of rents, fees and charges for any portions thereof leased by the corporation or used by the public or any services rendered respecting the same, the creation and maintenance of special funds from such revenues and the rights and remedies available in the event of default as the board of directors shall deem advisable; except, that no such properties may be sold in foreclosure of such mortgage and deed of trust. Whenever the corporation shall have any of its bonds outstanding, it shall charge, collect and account for sufficient revenues from the operation and lease of its facilities as may be necessary to pay all expenses of operating and maintaining its facilities and as may further be necessary to pay the principal of and interest on its bonds as such principal and interest shall mature and to maintain any special funds which may be provided for in the proceedings pursuant to which such bonds shall have been issued. Each pledge, agreement, mortgage and deed of trust made for the benefit or security of any of the bonds of the corporation shall continue effective until the principal of and interest on the bonds for the benefit of which the same were made shall have been fully paid.

No such mortgage or deed of trust shall be subject to foreclosure and, in the event of default in the payment of the principal of or interest on the bonds secured thereby or in any of the agreements on the part of the corporation contained therein, the remedies available shall be limited either to mandamus to compel performance of the obligations and agreements of the corporation with respect to which the corporation may be in default or to the appointment, as a matter of right, by any court having jurisdiction over the corporation of a receiver with all the powers of such a receiver, including the power under the jurisdiction of such court to operate and lease or license for use by others all or any of its facilities of the corporation and to charge and collect charges, fees and rents for admission to and use of the facilities of the corporation and for the services rendered by it and to apply the revenues so collected toward the expenses of such receivership and the payment of the principal of and interest on the bonds of the corporation. There is hereby granted to any receiver so appointed power to charge and collect such charges, fees and rents for such purposes under the jurisdiction of the court appointing such receiver.

The municipality shall not in any event be liable for the payment of the principal of or interest on any bonds of the corporation or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the corporation, and none of the bonds of the corporation or any of its agreements or obligations shall be construed to constitute an indebtedness of the municipality within the meaning of any constitutional or statutory provision whatsoever.

The municipality is hereby authorized and empowered to transfer and convey to the corporation any properties which, at the time of such transfer and conveyance, may have been acquired by such municipality as a site for or which may then be used as a facility, together with such improvements thereon and equipment and furnishings owned by the municipality in connection therewith as the governing body of the municipality may deem advisable.

Such transfer and conveyance may be authorized by an ordinance duly adopted by the governing body of the municipality, and it shall not be necessary that the same be authorized at an election of the qualified voters of the municipality. Such transfer and conveyance may be made as a gift to the corporation and without consideration therefor or on such consideration as may be expressed in such ordinance, as the governing body of the municipality may deem advisable; provided, that if at the time of such transfer and conveyance the municipality has outstanding any bonds or other obligations which were issued or incurred by it with respect to the properties so transferred or conveyed, the corporation shall either pay to the municipality at the time of such transfer and conveyance an amount sufficient to discharge such bonds and other obligations of the municipality or shall assume and thereafter pay the principal of and interest on such bonds or other obligations of the municipality.

The corporation and the municipality are hereby authorized to enter into such agreements with each other as the governing body of the municipality and the board of directors of the corporation may deem advisable to effectuate such transfer and conveyance and to provide for the subsequent control, management, operation, leasing, equipment, enlargement and improvement of the properties so transferred.

Nothing contained in this chapter shall be construed to authorize the corporation to lease, sell or transfer any of its facilities so as to vest title thereto or the use thereof in private ownership or control; provided, that any of its facilities may be made subject to a mortgage or deed of trust as security for its bonds issued pursuant to the provisions of this chapter; provided further, that any portions of such facilities which may become worn out or obsolete or shall not be needed for use in the operations of the corporation may be sold or otherwise disposed of as the board of directors of the corporation may deem advisable.

When the principal of and interest on all bonds issued by the corporation shall have been paid, the title to all facilities then owned by the corporation shall thereupon vest in the municipality with respect to which the corporation shall have been organized, and all rights and powers of the corporation with respect to said facilities shall thereupon terminate and the corporation shall thereupon stand dissolved.

The then members of the board of directors of the corporation shall thereupon execute and file for record in the office of the judge of probate of the county in which the certificate of incorporation of the corporation was filed an appropriate certificate reciting the payment of the principal of and interest on the bonds of the corporation, which certificate shall also describe the facilities owned by the corporation at the time of its dissolution, but the failure of the members of said board of directors to make such certificate or to file the same for record as aforesaid shall not affect the automatic dissolution of the corporation and the vesting of title to its facilities in the municipality as provided in this section.

At any time prior to the issuance of bonds or other obligations as evidence of debt, the board of directors of the corporation may, with the approval of the governing body of the municipality, file for record in the office of the judge of probate of the county in which the certificate of incorporation of the corporation was filed a certificate of dissolution, and the corporation shall thereupon stand dissolved.

The certificate of incorporation of the corporation, any deeds or other documents whereby properties are conveyed to the corporation, any mortgages or deeds of trust executed by the corporation and the certificate of dissolution of the corporation may all be filed for record in the office of the judge of probate of the county in which the corporation is organized without the payment of any tax or fees other than such fees as may be authorized by law for the recording of such instruments.

The corporation and all facilities at any time owned by it and the income therefrom and all bonds issued by it and the income therefrom shall be exempt from all taxation in the State of Alabama.

Neither this chapter nor anything contained in this chapter shall be construed as a restriction or limitation upon any powers which the corporation or the municipality might otherwise have under any laws of this state, but shall be construed as cumulative of any such powers.

No proceedings, notice or approval shall be required for the organization of the corporation or the issuance of any bonds or any instrument as security therefor, except as is provided in this chapter, any other law to the contrary notwithstanding; provided, that nothing in this chapter shall be construed to deprive the state and its governmental subdivisions of their respective police powers over any properties of the corporation or to impair any power thereover of any official or agency of the state which may be otherwise provided by law.

(a) It is the intention of the Legislature by the passage of this chapter to authorize the incorporation in the several cities and towns in this state of public corporations for the purpose of owning and operating and contracting with others for the operation of such facilities as may be specified in the certificate of incorporation of the corporation or any amendment thereto and to vest such corporations with all powers that may be necessary to enable them to accomplish any such purpose, including the power to issue their revenue bonds and to mortgage such properties and pledge the revenues derived therefrom as security therefor.

(b) This chapter shall be liberally construed in conformity with the said intention.

Whenever any number of natural persons, not less than three, each of whom shall be a duly qualified elector of and taxpayer in the municipality shall file with the governing body thereof an application in writing seeking permission to apply for the incorporation of a public athletic board of such municipality, the governing body shall proceed to consider such application. If the governing body shall by appropriate resolution duly adopted find and determine that it is wise, expedient, necessary or advisable that the corporation be formed and shall authorize the persons making such application to proceed to form such corporation, then the persons making such application shall execute, acknowledge and file a certificate of incorporation for the corporation as provided in this chapter.

No corporation may be formed unless such application shall have first been filed with the governing body of the municipality and the governing body shall have adopted a resolution as provided in this section.

(a) The certificate of incorporation shall set forth:

(1) The names and residences of the applicants together with a recital that each of them is an elector of and taxpayer in the municipality;

(2) The name of the corporation which shall be the Public Athletic Board of the _____ of _____ (the blank spaces to be filled in with the name of the municipality, including the proper designation thereof as a city or town);

(3) A recital that permission to organize the corporation had been granted by resolution duly adopted by the governing body of the municipality and the date of the adoption of such resolution;

(4) The location of the principal office of the corporation (which shall be in the municipality);

(5) The purposes for which the corporation is proposed to be organized;

(6) The number of directors of the corporation;

(7) The period, if any, for the duration of the corporation; and

(8) Any other matter which the applicants may choose to insert therein which shall not be inconsistent with this chapter or with the laws of the State of Alabama.

(b) The certificate of incorporation shall be subscribed and acknowledged by each of the applicants before an officer authorized by the laws of Alabama to take acknowledgments to deeds.

When executed and acknowledged in conformity with Section 11-59-4, the certificate of incorporation shall be filed with the judge of probate of any county in which may be located any portion of the territory embraced within the corporate limits of the municipality. The judge of probate shall thereupon examine the certificate of incorporation and, if he finds that the recitals contained therein are correct, that the requirements of Section 11-59-4 have been complied with and that the name is not identical with or so nearly similar to that of another corporation already in existence in this state as to lead to confusion and uncertainty, he shall approve the certificate of incorporation and record it in an appropriate book or record in his office.

When such certificate has been so made, filed and approved, the applicants shall constitute a public corporation under the name set out in the certificate of incorporation.

The certificate of incorporation may at any time and from time to time be amended so as to make any changes therein and add any provisions therein which may be located any portion of the territory embraced within the first instance.

Any such amendment shall be effected in the following manner: The members of the board of directors of the corporation shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary or advisable that the proposed amendment be made and shall authorize the same to be made, then the persons making such application shall execute an instrument embodying the amendment specified in such application and shall file the same with the judge of probate of the county in which the certificate of incorporation was originally filed. The proposed amendment shall be subscribed and acknowledged by each member of the board of directors before an officer authorized by the laws of Alabama to take acknowledgments to deeds. Such judge of probate shall thereupon examine the proposed amendment and, if he finds that the requirements of this section have been complied with and the proposed amendment is within the scope of what might be included in an original certificate of incorporation, he shall approve the amendment and record it in an appropriate book in his office. When such amendment has been so made, filed and approved, it shall thereupon become effective, and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment. No certificate of incorporation shall be amended except in the manner provided in this section.

The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of any number of directors, not less than three, all of whom shall be duly qualified electors of and taxpayers in the municipality. The directors shall serve as such without compensation, except that they shall be reimbursed for their actual expenses incurred in and about the performance of their duties under this chapter; and, in the discretion of the board of directors, the members thereof may be paid a director's fee not exceeding $5.00 for each directors' meeting attended by them not exceeding one meeting during each calendar month. No director shall be an officer or employee of the municipality. The directors shall be elected by the governing body of the municipality, and they shall be so elected that they shall hold office for staggered terms. At the time of the election of the first board of directors, the governing body of the municipality shall divide the directors into three groups containing as near equal whole numbers as may be possible. The first term of the directors included in the first group shall be two years, the first term of the directors included in the second group shall be four years, the first term of the directors included in the third group shall be six years; and, thereafter, the terms of all directors shall be six years; provided that, if at the expiration of any term of office of any director a successor thereto shall not have been elected, then the director whose term of office shall have expired shall continue to hold office until his successor shall be so elected; provided further, that in the event of a vacancy occurring on the board of directors by reason of death, resignation or otherwise, the governing body of the municipality shall fill such vacancy for the unexpired term.

The corporation shall have the following powers together with all powers incidental thereto or necessary for the performance of those hereinafter stated:

(1) To have succession by its corporate name for the period specified in the certificate of incorporation unless sooner dissolved as provided in this chapter;

(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 have and to use a corporate seal and to alter the same at pleasure;

(4) To acquire, whether by condemnation, purchase, exchange, gift, lease, devise or otherwise, and to construct, enlarge, improve, maintain, equip and furnish one or more facilities, including all real and personal properties which the board of directors of the corporation may deem necessary or convenient in connection therewith and regardless of whether or not any such facilities shall then be in existence and whether or not the same shall then be publicly or privately owned and whether or not the same shall then be used by the municipality;

(5) To operate and to lease to others any or all of its facilities;

(6) To fix and collect admission fees to and rents and charges for the use of its facilities or of any part thereof and to make and enforce regulations for the termination of any admission privileges or licenses granted by it and the discontinuance of any leases or services upon the failure to pay any fees, charges or rents provided therefor;

(7) To issue its revenue bonds for the purpose of carrying out any of its powers;

(8) To mortgage and pledge its facilities or any part or parts thereof, whether then owned or thereafter acquired, and to pledge the rents and revenues therefrom or from any thereof as security for the payment of the principal of and interest on any bonds so issued and any obligations incurred in connection therewith;

(9) To exchange, sell and convey any of its facilities which shall have become worn out or obsolete or which shall not be needed for the furtherance of its corporate purposes;

(10) To exercise all powers of eminent domain now or hereafter conferred on municipalities in this state;

(11) To appoint and employ such officers, employees and agents, including attorneys, as the board of directors shall deem necessary for the business of the corporation; and

(12) To purchase machinery and equipment on the installment plan, to borrow money for such purpose and to issue negotiable notes or other evidence of debt in evidence thereof and as security therefor, to pledge and mortgage the machinery so purchased.

All bonds issued by the corporation shall be revenue bonds and shall be payable solely out of the revenues derived from the leasing or operation by the corporation of its facilities or of any thereof as may be designated in the proceedings of the board of directors under which they shall be authorized to be issued.

Such bonds may be executed and delivered by the corporation at any time and from time to time, may be in such form and denominations and of such tenor and maturities, 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 the date thereof, may be payable at such place or places whether within or without the State of Alabama, may bear interest at such rate or rates payable at such time or times and at such place or places and evidenced in such manner, may be executed by such officers of the corporation and in such manner and may contain such provisions not inconsistent with this chapter as shall be provided in the proceedings of the board of directors whereunder such bonds shall be authorized to be issued. If such action shall be deemed advisable by the board of directors, there may be retained in the proceedings under which any of such bonds are authorized to be issued an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be briefly recited in the face of such bonds, but nothing contained in this section shall be construed to confer on the corporation any right or option to redeem any such bonds except as may be provided in the proceedings under which they shall be issued.

Any bonds of the corporation may be sold at 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, and the corporation may pay all expenses, premiums and commissions which its board of directors may deem necessary and advantageous in connection with the issuance thereof.

Issuance by the corporation of one or more series of bonds for one or more purposes shall not preclude it from issuing other bonds for the same purpose or any other purpose for which the corporation is formed as specified in its certificate of incorporation or any amendment thereof.

Any bonds of the corporation at any time outstanding may at any time and from time to time be refunded by the corporation by the issuance of its refunding revenue bonds of a like aggregate principal amount of the bonds so to be refunded, whether the bonds to be refunded shall have then matured or shall thereafter mature, either by sale of such refunding bonds and the application of the proceeds thereof for the payment of the bonds to be refunded thereby or by the exchange of such refunding bonds for the bonds to be refunded thereby with the consent of the holders of the bonds so to be refunded and regardless of whether or not the bonds to be refunded were issued in connection with the same facility or separate facilities and regardless of whether or not the bonds proposed to be refunded shall be payable on the same date or different dates or shall be due serially or otherwise.

All such bonds and the interest coupons applicable thereto shall be construed to be negotiable instruments.