(a) The following words and phrases used in this chapter, and others evidently intended as the equivalent thereof, shall, in the absence of clear implication herein otherwise, be given the following respective interpretations herein:

(1) AUTHORITY. Any public corporation organized pursuant to this chapter.

(2) AUTHORIZED PURPOSE OBLIGATION. The term includes either of the following:

a. Any lease, note, installment sale contract, or any other obligation of a user, whether general or special, which was entered into, made, assumed, or otherwise incurred by the user, in whole or in part, for the purpose of financing the acquisition or ownership of one or more facilities, for the purpose of obtaining funds with which to operate one or more facilities or for any combination of those purposes.

b. Any obligation of any kind which was entered into, made, assumed, or otherwise incurred by the United States of America or any department, agency, or instrumentality thereof, the state or any instrumentality or political subdivision thereof, or any corporation, partnership, trust, fund, foundation, corporation, or other legal entity, whether public or private, or joint venture of any two or more of any of the foregoing entities, and which is secured, in whole or in part, by a pledge or assignment of any obligation described in paragraph a. of this subdivision or is payable, in whole or in part, from payments made in respect of any such obligation, including, without limitation thereto, any obligation described in either paragraph a. of this subdivision or this paragraph that is guaranteed by the United States of America or by any department, agency, or instrumentality thereof.

(3) BOARD. The board of directors of an authority.

(4) COUNTY. Any county in the state.

(5) DETERMINING MUNICIPALITY. With respect to an authority, any municipality whose governing body has made findings and determinations of fact pertaining to the organization of the authority in accordance with Section 11-62-3.

(6) DIRECTOR. A member of the board of an authority.

(7) ELIGIBLE INVESTMENT. The term includes:

a. Any time deposit with, or any certificate of deposit issued by, any bank organized under the laws of the United States of America or any state in which deposits are insured by the Federal Deposit Insurance Corporation or any department, agency, or instrumentality of the United States of America that may succeed to the functions of the corporation.

b. Any debt securities that are direct, general obligations of the United States of America.

c. Any debt securities, for which the payment of the principal of and interest is unconditionally guaranteed by the United States of America.

d. Any debt securities that are direct, general obligations of any of the following agencies of the United States of America: the federal land banks, the federal intermediate 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 (including participation certificates of the last named agency), and the Government National Mortgage Association (including participation certificates of the last named agency).

e. Any debt securities that are direct, general obligations of the Federal National Mortgage Association.

f. Prime commercial paper or finance company paper which is rated not less than prime one or the equivalent thereof by Moody's Investors Service, Inc., or Standard and Poor's Corporation, or their successors.

g. Any debt obligation in which an insurance company organized under the laws of the state may legally invest its money at the time of investment by an authority.

h. Any debt securities that are rated in one of the two highest rating categories by Moody's Investors Service, Inc., or Standard and Poor's Corporation, or their successors.

(8) FACILITY. Any one or more buildings or facilities designed for use and occupancy as (i) a retirement home, nursing home, convalescent home, apartment building, domiciliary facility, residence, or special care facility, or any combination of two or more thereof for the housing and care of elderly persons, whether or not the building or facility is required to be approved or licensed by any federal, state, or local governmental agency having jurisdiction in the planning or operation of health care facilities, or (ii) a hospital, nursing home, convalescent home, domiciliary facility, residence, or special care facility, or any combination of two or more thereof for the housing, care, and treatment of orphans, or persons who are sick, physically disabled or handicapped, or mentally ill or retarded, or other persons requiring special care, including, in the case of facilities described in either clause (i) of this subdivision or this clause, any land, buildings, medical or dental facilities, educational facilities, parking areas, garages, storage facilities, outbuildings, machinery, equipment, furniture, and fixtures necessary or desirable in connection therewith. If any facility is or will be located within the corporate limits of any municipality other than the determining municipality, or within any unincorporated area of any county other than the county or counties in which the determining municipality or any part thereof is located, no authority shall acquire, improve, or finance the facility, or acquire, hold, or pledge any acquired purpose obligation related to the facility, or in any other way assist any user in respect of the facility pursuant to this chapter, unless, in the case of any such facility located within the corporate limits of any municipality other than the determining municipality, the governing body of the other municipality shall adopt a resolution consenting to the actions in respect of the facility proposed to be taken by the authority and, in the case of any facility located within any unincorporated area of any county other than the county or counties in which the determining municipality or any part thereof is located, the governing body of the other county shall adopt a resolution consenting to the actions in respect of the facility proposed to be taken by the authority.

(9) INCORPORATORS. The natural persons forming an authority pursuant to this chapter.

(10) MUNICIPALITY. An incorporated municipality in the state.

(11) STATE. The State of Alabama.

(12) USER. Any corporation, partnership, trust, fund, foundation, or other legal entity or joint venture of any two or more thereof which is organized and operated exclusively for religious, charitable, or educational purposes or for purposes of promoting and providing for the housing, health, care or well-being, or both, of any part of the population requiring special care and of which no part of the net earnings inures to the benefit of any private shareholder, member, or individual.

(b) The terms "herein," "hereby," "hereunder," "hereof," and other equivalent words refer to this chapter as an entirety and not solely to the particular section or portion thereof in which any such word is used. The definitions set forth herein shall be deemed applicable whether the words defined are used in the singular or plural. Whenever used herein any pronoun or pronouns shall be deemed to include both singular and plural and to cover all genders.

(a) Any authority may issue refunding bonds or notes for the purpose of refunding any bonds or notes then outstanding which have been issued under the provisions of this chapter, including the payment of any redemption premium thereon, any interest accrued or to accrue to the date of maturity or earlier redemption of such bonds or notes and any expenses of such refunding, including, without limitation to, attorneys' fees, costs of printing the refunding bonds or notes, financial advisors' fees and accountants' fees, and for the purpose of refunding any of its bonds or notes in combination with any other corporate purpose of such authority. The issuance of such refunding bonds or notes, the maturities and other details thereof, the rights of the holders thereof and the rights, duties and obligations of such authority in respect thereof shall be governed by the provisions of this chapter relating to the issuance of bonds and notes generally, to the extent that such provisions may be appropriate therefor.

(b) Refunding bonds or notes issued by any authority may be sold or exchanged for outstanding bonds or notes issued under this chapter and, if sold, the proceeds thereof may be applied, in addition to any other authorized purposes, to the purchase, redemption or payment of such outstanding bonds or notes. Pending the application of the proceeds of any such refunding bonds or notes for any of the purposes provided in this section, such proceeds may be invested in any eligible investments pursuant to an escrow agreement providing for the future application of such proceeds in accordance with such purposes.

The notes and bonds of any authority shall be legal investments in which the state and its agencies and instrumentalities, all counties, municipalities and other political subdivisions of the state and public corporations organized under the laws thereof, all insurance companies and associations and other persons carrying on an insurance business, all banks, savings banks, savings and loan associations, trust companies, credit unions and investment companies of any kind, all administrators, guardians, executors, trustees and other fiduciaries and all other persons whatsoever who are now or may hereafter be authorized to invest in bonds or other obligations of the state may properly and legally invest funds in their control or belonging to them.

Any authority may establish and maintain one or more special debt service reserve funds and such other special fund or funds as may be necessary or desirable for its corporate purposes and may pay into each such fund any moneys contributed or granted to such authority for the purpose of such fund by any governmental or public entity or any private party, any proceeds from the sale of bonds or notes to the extent provided in the resolution adopted by the board of such authority authorizing the issuance of such bonds or notes and any other moneys which may be made available to such authority for the purpose of such fund from any other source or sources.

(a) The user of any facility acquired, improved, financed or in any way provided or assisted by any authority pursuant to the provisions of this chapter shall not employ any third party that is not a governmental agency or a not-for-profit organization to administer or manage such facility unless the following conditions with respect to such third party and the employment arrangement or management contract between such user and such third party are satisfied:

(1) Such user shall be completely unrelated to such third party and shall be free from any aspect of control or undue influence by such third party, it being the intention of this chapter that prohibited control or undue influence shall be deemed to arise from circumstances such as the promotion or encouragement of the organization of such user by such third party for the primary purpose of having such user own or lease any facility that is to be managed by such third party, the selection or nomination by such third party of any of the members of the initial or any subsequent governing body of such user or the past or present existence of any substantial business relationship between any member of the governing body of such user and any person who has a substantial economic interest in such third party or who by reason of being a partner, officer, director or stockholder of such third party has any significant influence in the management of its affairs;

(2) Such user shall retain ultimate control of the operation of such facility, including, without limiting the generality of the foregoing, the power to make all significant decisions relating to the financial management of such facility, the power to employ, or to terminate the employment of, the chief administrator of such facility and all other employees holding positions of significant responsibility in the management of such facility and the power to determine all terms and conditions upon which the benefits and services provided by such facility shall be made available to persons needing or desiring to use the same;

(3) The employment arrangement or management contract between such user and such third party shall fix the compensation of such third party on a basis that is reasonably related to the value of the services performed by such third party and that does not transfer to such third party a substantial part of the financial burdens or benefits of the ownership of such facility; and

(4) No management contract between such user and such third party shall have a term greater than three years, including in such term any period for which such contract may be renewed or extended at the option of such third party.

(b) If the relationship between any user and any third party employed to administer or manage any facility complies with the foregoing provisions of this section, then in such case nothing contained in this chapter shall be construed to prohibit the employment of such third party to administer or manage such facility or to mean that such user does not operate such facility for any purpose of this chapter.

The purpose of this chapter is to encourage private not-for-profit organizations, whether or not having any religious affiliation, to satisfy secular needs concerning the housing, care and treatment of persons requiring special care, which needs, if not so satisfied by such private not-for-profit organizations, would have to be satisfied in some degree by governmental agencies at public expense. No facility acquired, improved, financed or in any way provided or assisted by any authority pursuant to the provisions of this chapter shall be used by a user to promote any sectarian purpose or to advance or inhibit any religious activity, nor shall any such facility be operated by any user in a manner so pervaded by religious activities that the secular objectives of this chapter cannot be separated from the sectarian interests or purposes of such user to the extent required by the Constitution of Alabama and the First Amendment to the Constitution of the United States of America. Nothing contained in this chapter, however, shall be construed to prohibit any user from providing such facilities and assistance as are necessary to enable the residents at any facility to have such opportunities for religious experience as they may individually desire and be entitled to in accordance with the principles of religious freedom guaranteed by the Constitution of Alabama and the First Amendment to the Constitution of the United States of America.

Every authority shall be a not-for-profit public corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any private person, except that in the event the board of any authority shall determine that sufficient provision has been made for the full payment of the expenses, bonds, notes and other obligations of such authority, then any net earnings thereafter accruing shall be paid to the determining municipality.

For the purpose of attaining the objectives of this chapter, any county, municipality or other political subdivision, public corporation, agency or instrumentality of the state may, upon such terms and with or without consideration, as it may determine, do any or all of the following:

(1) Lend or donate money to any authority or perform services for the benefit thereof;

(2) Donate, sell, convey, transfer, lease or grant to any authority, without the necessity of authorization at any election of qualified voters, any property of any kind; and

(3) Do any and all things, whether or not specifically authorized in this section, not otherwise prohibited by law, that are necessary or convenient to aid and cooperate with any authority in attaining the objectives of this chapter.

(a) At any time when any authority does not have any bonds, notes or other obligations outstanding and when there shall be no other obligations assumed by such authority that are then outstanding, the board of such authority may adopt a resolution, which shall be duly entered upon its minutes, declaring that the authority shall be dissolved.

(b) Upon the filing for record of a certified copy of said resolution in the office of the judge of probate in which the authority's certificate of incorporation was filed, the authority shall thereupon stand dissolved and, in the event it owned any assets or property at the time of its dissolution, the title to all such assets or property shall thereupon vest in the determining municipality.

(c) The formation or dissolution of one or more authorities authorized by any determining municipality shall not prevent the subsequent formation of other authorities authorized by the same determining municipality.

(a) Every authority shall exercise its powers in all respects for the benefit of the people of the state, for their well being and for the improvement of their health and social condition, and the exemptions from taxation hereinafter described are hereby granted in order to promote the more effective and economical exercise of such powers.

(b) No income, excise or license tax shall be levied upon or collected in the state with respect to any corporate activities of an authority or any of its revenues, income or profit. No ad valorem tax or assessment for any public improvement shall be levied upon or collected in the state with respect to any property during any time that title to such property is held by an authority, including, without limiting the generality of the foregoing, any time that such property is leased to a user by an authority pursuant to a lease which provides that title to such property shall automatically pass to such user upon expiration of the lease term or which gives such user the right to purchase such property from such authority for a nominal consideration and any time that title to such property is retained by an authority pursuant to a contract of sale with a user which provides that title to such property shall not pass to such user until the purchase price thereof has been paid in full.

(c) No privilege or license taxes payable in respect of the recording or filing for record of any mortgage, deed or other instrument, including, without limitation, the privilege taxes now imposed by Chapter 22 of Title 40, shall be levied, charged or collected in connection with the recording or filing for record of any mortgage, deed or other instrument evidencing a conveyance to or the creation of any property interest in an authority, any agreement or instrument to which an authority is a party and any mortgage, deed or other instrument evidencing a conveyance from an authority to another party or the creation by an authority of any property interest in another party.

(d) If, pursuant to any contractual arrangement between an authority and a user, any facility has been or is to be acquired by such authority and leased or sold to such user or has been or is to be financed by a loan from such authority, then in such case the gross proceeds of the sale of any property used in the construction and equipment of such facility, regardless of whether such sale is to such authority, such user or any contractor or agent of either thereof, shall be exempt from the sales tax imposed by Article 1 of Chapter 23 of Title 40 and from all other sales and similar excise taxes now or hereafter levied on or with respect to the gross proceeds of any such sale by the state or any county, municipality or other political subdivision or instrumentality of any thereof. Further, if, pursuant to any contractual arrangement between an authority and a user, any facility has been or is to be acquired by such authority and leased or sold to such user or has been or is to be financed by a loan from such authority, then in such case any property used in the construction and equipment of such facility, regardless of whether such property has been purchased by such authority, such user or any contractor or agent of either thereof, shall be exempt from the use tax imposed by Article 2 of Chapter 23 of Title 40 and all other use and similar excise taxes now or hereafter levied on or with respect to any such property by the state or any county, municipality or other political subdivision or instrumentality of any thereof.

(e) All bonds, notes or other obligations issued by any authority, their transfer and the income therefrom, including the interest income thereon and any profits made on the sale thereof, shall at all times be free from taxation by the state or any county, municipality or other political subdivision or instrumentality of the state, excepting inheritance, estate and gift taxes.

Any authority and all contracts made by it shall be exempt from the laws of the state governing usury or prescribing or limiting interest rates, including, but without limitation to, the provisions of Chapter 8 of Title 8, as such laws may at any time be amended. Further, any payment payable directly or indirectly by any user pursuant to any lease, installment sale contract, loan agreement or other contract to which an authority is a party, any payment pursuant to any authorized purpose obligation or any payment pursuant to any other obligation constituting the source of payment for any obligation of an authority which, in any such case under the laws of the state in effect at the time, constitutes interest, or a payment in the nature of interest, shall be exempt from all such laws of the state governing usury or prescribing or limiting interest rates.

It is hereby found and declared as follows: there exists in the State of Alabama a serious shortage of adequate facilities for the housing, care and treatment of persons requiring special care, including orphans and persons who are elderly, sick, physically disabled or handicapped or mentally ill or retarded, as well as a shortage of investment funds needed to finance such facilities; in order to alleviate the shortage of such facilities, to encourage the continued operation of such facilities as now exist and to enable certain not-for-profit organizations to finance such facilities it is necessary and desirable to authorize the creation by municipalities in the state of authorities which will have the power to increase the supply of investment funds available for such facilities by selling and issuing bonds and notes and using the proceeds of such bonds and notes to (1) acquire facilities for lease or sale to such not-for-profit organizations, (2) make loans to such not-for-profit organizations in order to finance both capital and operating costs of such facilities and/or (3) purchase authorized purpose obligations, as hereinafter defined, created in connection with facilities operated by such not-for-profit organizations.

Any authority and all contracts made by it shall be exempt from the laws of the state now or hereafter in effect that require competitive bids for any contract to be entered into by municipalities or by public corporations authorized by such municipalities, including, but without limitation to, the provisions of Article 3 of Chapter 16 of Title 41.

This chapter shall be construed liberally to effect its purposes and neither this chapter nor anything herein contained is or shall be construed as a restriction or limitation upon any powers which any authority might otherwise have under any laws of the state, and the provisions of this chapter are cumulative to any such powers.

This chapter does and shall be construed to provide a complete, additional and alternative method for the doing of the things authorized thereby and shall be regarded as supplemental and additional to other laws. However, the issuance of bonds, notes and other obligations of any authority under the provisions of this chapter need not comply with the requirements of any other law of the state generally applicable to the issuance of bonds, notes and other obligations by other public corporations organized under the laws of the state.

(a) By proceeding in the manner set forth herein, any number of natural persons, not less than three, may incorporate a special care facilities financing authority in any municipality of the state. Such authority shall be organized as a public corporation and instrumentality of the state with the powers hereinafter set forth. The incorporators shall first file with the governing body of such municipality a written application seeking permission to incorporate such authority, which application shall be accompanied by a proposed form of certificate of incorporation for such authority and such supporting documents or evidence as the incorporators may consider appropriate to show the need for such authority. The said governing body shall consider the said application and shall find and determine whether it is wise, expedient, necessary or advisable that the authority be formed; if the said governing body finds and determines that it is not wise, expedient, necessary or advisable that the authority be formed, it shall deny the application, but if it finds and determines that it is wise, expedient, necessary or advisable that the authority be formed and if it approves the proposed form of the certificate of incorporation of the authority, the governing body shall adopt a resolution declaring that it has reviewed the application and has found and determined as a matter of fact that it is wise, expedient, necessary or advisable that the authority be formed and declaring that it has approved the proposed form of certificate of incorporation of the authority. No authority shall be formed hereunder unless the application required by this section shall be made and unless a resolution for which provision is made in this section shall be adopted.

(b) Within 40 days following the adoption of a resolution in accordance with this section, the incorporators shall proceed to incorporate the authority by filing for record, in the office of the judge of probate of the county in which the determining municipality is located or, in case the determining municipality is located in more than one county, in the office of the judge of probate of any county in which any part of the determining municipality is located, a certificate of incorporation in the form approved by the governing body of the determining municipality, which certificate shall also comply in form and substance with the requirements of this section and shall be executed in the manner hereinafter provided.

(c) The certificate of incorporation of any authority shall state:

(1) The names of the persons forming the authority, together with the address of the residence of each thereof, that each of them is a resident of and an owner of real property in the determining municipality and that each of them is a duly qualified elector of the determining municipality;

(2) The name of the authority, which shall include the words, "special care facilities financing authority" and the name of, or other reference to, the determining municipality;

(3) The duration of the corporate existence of the authority (if the duration is to be perpetual, subject to the provisions of Section 11-62-17, that fact shall be stated);

(4) The name of the determining municipality, together with the date on which the governing body thereof adopted the resolution in accordance with this section;

(5) The location of the principal office of the authority, which shall be within the corporate limits of the determining municipality; and

(6) Any other matters relating to the authority that the incorporators may choose to insert and that are not inconsistent with this chapter or with the laws of the state.

(d) The certificate of incorporation shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgments to deeds.

(e) When the certificate of incorporation is filed for record, there shall be attached to it a certified copy of the resolution adopted by the governing body of the determining municipality in accordance with this section and a certificate by the Secretary of State that the name proposed for the authority is not identical to that of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty. The judge of probate shall promptly examine all such documents and shall determine whether they are complete and regular on their face and whether the form and content of the certificate of incorporation comply with the provisions of this chapter. If the judge of probate shall find that all such documents are complete and regular on their face and that the form and content of the certificate of incorporation comply with the provisions of this chapter, he shall require all such documents to be recorded in the permanent records maintained in his office. Upon the filing of the said documents, the authority shall come into existence and shall constitute a public corporation and instrumentality of the state under the name set forth in the said certificate of incorporation. The judge of probate shall thereupon send a notice to the Secretary of State that the certificate of incorporation of the authority has been filed for record.

(f) The authorization of the incorporation of one authority shall not preclude the authorization by the governing body of any municipality of the incorporation of other such authorities; provided, that such other authorities shall be required to adopt names or designations sufficient to distinguish them from any authority theretofore incorporated.

(a) The certificate of incorporation of any authority may at any time and from time to time be amended in the manner provided in this section. The board of the authority shall first adopt a resolution proposing an amendment to the certificate of incorporation, which amendment shall be set forth in full in the said resolution and may include any matters which might have been included in the original certificate of incorporation of any authority organized on the date of the adoption of the said resolution proposing the amendment.

(b) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of any authority, the board shall file a written application with the governing body of the determining municipality. Such application shall state that it is wise, expedient, necessary or advisable for the said amendment to be made and request that the governing body of the determining municipality adopt a resolution declaring that it has reviewed the application and has found and determined as a matter of fact that it is wise, expedient, necessary or advisable for the said amendment to be made. Every such application shall be accompanied by a certified copy of the said resolution adopted by the board proposing the said amendment to the certificate of incorporation, together with such documents in support of the application as the board may consider appropriate. As promptly as may be practicable after the filing of the said application with it, the governing body of the determining municipality shall review the said application and shall find and determine whether it is wise, expedient, necessary or advisable for the said amendment to be made. In finding and determining whether it is wise, expedient, necessary or advisable for the said amendment to be made, the said governing body may consider, in conjunction with any other factors it may deem relevant, alternative means of accomplishing any lawful objective or purpose of the said amendment affecting the public interest. If the said governing body finds and determines that it is wise, expedient, necessary or advisable for the said amendment to be made, it shall adopt a resolution declaring that it has reviewed the said application and has found and determined as a matter of fact that it is wise, expedient, necessary or advisable for the said amendment to be made; if the said governing body finds and determines that it is not wise, expedient, necessary or advisable for the said amendment to be made, it shall deny the application.

(c) Within 40 days following the adoption by the governing body of the determining municipality of a resolution finding and determining as a matter of fact that it is wise, expedient, necessary or advisable for said amendment to be made, the chairman of the authority and the secretary of the authority shall sign, and file for record in the office of the judge of probate of the county in which the certificate of incorporation of the authority was filed, a certificate in the name of and in behalf of the authority, under its seal, reciting the adoption of said respective resolutions by the board and by the said governing body, and setting forth the said proposed amendment. If the proposed amendment provides for a change in the name of the authority, there shall be filed, together with the certificate required by the immediately preceding sentence, a certificate by the Secretary of State showing that the proposed new name of the authority is not identical to that of any other corporation then in existence and organized under the laws of the state or so nearly similar to that of any other such corporation as to lead to confusion and uncertainty. The judge of probate shall promptly examine each such certificate and shall determine whether it is complete and regular on its face and whether the proposed amendment complies with the provisions of this chapter. If the judge of probate shall find that each such certificate is complete and regular on its face and that the proposed amendment complies with the provisions of this chapter, he shall require each such certificate to be recorded in the permanent records maintained in his office. Upon the filing of the aforesaid certificates, the said amendment to the certificate of incorporation shall become effective. If the proposed amendment effects a change in the name of the authority, the judge of probate shall promptly send a notice to the Secretary of State, advising him of such change.

(a) Every authority shall be governed by a board of directors. All powers of the authority shall be exercised by the board or pursuant to its authorization. The board shall consist of three directors elected in the manner hereinafter prescribed, as soon as may be practicable after the organization of the authority, by the governing body of the determining municipality for staggered terms as follows: The first term of one director shall begin immediately upon his election and shall end at noon on the second Monday of November of the next succeeding odd-numbered calendar year following his election; the first term of another director shall begin immediately upon his election and shall end at noon on the second Monday of November of the second succeeding odd-numbered calendar year following his election; and the first term of the remaining director shall begin immediately upon his election and shall end at noon on the second Monday of November of the third succeeding odd-numbered calendar year following his election. Thereafter, the term of office of each director shall be six years, commencing at noon on the second Monday of November when the term of the immediate predecessor director ended. If at any time there should be a vacancy on the board, a successor director to serve for the unexpired term applicable to such vacancy shall be elected by the governing body of the determining municipality. Each election of a director subsequent to the selection of the initial directors, whether for a full six-year term or to complete an unexpired term, shall be made not earlier than 30 days prior to the date on which such director is to take office as such. If the term of office being served by any director shall expire prior to the election of such director for a new term or prior to the election of his successor by the governing body of the determining municipality, such director shall continue to serve until his successor is elected and qualified, and if such director is elected for a new term after the expiration of the immediately preceding term which he has been serving, his new term of office shall be deemed to have commenced as of the expiration of such immediately preceding term.

(b) No officer of the state or of any county or municipality shall, during his tenure as such officer, be eligible to serve as a director. Each director must be a qualified elector and the owner of real property in the determining municipality. Directors shall be eligible for reelection. Each director shall serve without compensation, except that he may be reimbursed for expenses actually incurred by him in and about the performance of his duties. No director shall vote on or participate in the discussion or consideration of any matter coming before the board in which he, his immediate family or any business enterprise with which he is associated has any direct or indirect pecuniary interest; provided, however, that when any such matter is brought before the board, any director having an interest therein which may be in conflict with his obligations as a director shall immediately make a complete disclosure to the board of any direct or indirect pecuniary interest he may have in such matter prior to removing himself and withdrawing from the board's deliberations and vote on the matter presented.

(c) A majority of the directors shall constitute a quorum for the transaction of business. No vacancy in the membership of the board or the voluntary disqualification or abstention of any member thereof shall impair the right of a quorum to exercise all of the powers and duties of the authority.

(d) Any director of an authority may be impeached and removed from office in the same manner and on the same grounds provided by Section 175 of the Constitution of Alabama, or successor provision thereof, and the general laws of the state for impeachment and removal of the officers mentioned in said Section 175, or successor provisions thereof.

(e) All proceedings of the board shall be reduced to writing by the secretary of the authority and maintained in the permanent records of the authority. Copies of such proceedings, when certified by the secretary of the authority under the seal of the authority, shall be received in all courts as evidence of the matters therein certified.

The officers of an authority shall consist of a chairman, vice chairman, secretary, treasurer and such other officers as its board shall deem necessary or appropriate. The offices of secretary and treasurer may but need not be held by the same person. The chairman and vice chairman of an authority shall be elected by the board from the membership thereof; the secretary, the treasurer and any other officers of the authority may but need not be members of the board and shall also be elected by the board. The chairman, vice chairman and secretary of the authority shall also be the chairman, vice chairman and secretary of the board, respectively.

(a) Every authority shall have all of the powers necessary and convenient to carry out and effectuate the purposes and provisions of this chapter, including, without limiting the generality of the foregoing, the following powers:

(1) To have succession in its corporate name for the duration of time (which may be in perpetuity, subject to the provisions of Section 11-62-17) specified in its certificate of incorporation;

(2) To sue and be sued in its own name in civil suits and actions and to defend suits against it;

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

(4) To adopt, alter and repeal bylaws, regulations and rules, not inconsistent with the provisions of this chapter, for the regulation and conduct of its affairs and business;

(5) To acquire, whether by gift, purchase, transfer, foreclosure, lease or otherwise, and to expand, improve, maintain, equip and furnish one or more facilities, including all real and personal properties that its board may deem necessary in connection therewith, regardless of whether or not any such facility shall then be in existence and, if in existence, regardless of whether or not any such facility is then owned or leased by any user to which such facility may subsequently be sold or leased by such authority;

(6) To borrow money and to sell and issue bonds, notes or other obligations as hereinafter provided for any corporate use or purpose;

(7) To lease to a user or users any or all facilities that may be owned by it, to charge and collect rent therefor and to terminate any such lease upon the failure of the lessee to comply with any of the obligations thereof, all upon such terms and conditions as its board may deem advisable;

(8) To contract to sell and convey and to sell and convey to a user or users any or all facilities that may be owned by it and to grant options to any user or users to purchase any or all facilities that may be owned by it, all for such consideration and upon such terms and conditions as its board may deem advisable;

(9) To lend, upon such terms and conditions as its board may deem advisable, all or any portion of the proceeds derived from the issuance of its bonds, notes or obligations to a user, whether pursuant to one or more loan agreements or in conjunction with the lease or sale of one or more facilities to such user or the purchase of an authorized purpose obligation relating to a facility or facilities operated by such user, for one or more or any combination of the following purposes:

a. To enable such user to borrow an amount not substantially in excess of the equity (determined on any basis not resulting in a higher value for any facility in question than the estimated replacement cost or the appraised market value thereof, whichever may be greater) which such user may then have in any facility or facilities;

b. To enable such user to refinance any outstanding indebtedness incurred or assumed in connection with the acquisition, improvement or operation of any existing facility or facilities;

c. To enable such user to finance the costs of acquiring, by purchase, construction or otherwise, one or more facilities and/or the costs of expanding or improving one or more facilities, regardless of whether any such facility has theretofore been owned or leased by such user or is to be acquired or leased by such user; and

d. To enable such user to borrow working capital for use in the operation of one or more facilities;

(10) To contract to acquire, hold, pledge, assign, sell and transfer and to acquire, hold, pledge, assign, sell and transfer one or more authorized purpose obligations that are entered into or issued in whole or in part with respect to one or more facilities;

(11) To pledge for payment of any bonds, notes or obligations issued by the authority any revenues from which such bonds, notes or obligations are payable as herein provided and to mortgage or pledge any or all of its facilities or any part or parts thereof or any authorized purpose obligation, whether then owned or thereafter acquired, and to pledge the revenues, rentals and receipts therefrom or from any part thereof or any revenues from which such bonds are payable as herein provided as security for the payment of the principal of and the interest and premium, if any, on any bonds, notes or obligations so issued and any agreements made in connection therewith;

(12) To make, enter into and execute such contracts, agreements, leases and other instruments and to take such other actions as may be necessary or convenient to accomplish any purpose for which such authority was organized or to exercise any power expressly granted hereunder;

(13) To enter into contracts with, to accept aid, loans and grants from, to cooperate with and to do any and all things not specifically prohibited by this chapter or the Constitution or other applicable laws of the state that may be necessary in order to avail itself of the aid and cooperation of the United States of America, the state or any agency, instrumentality or political subdivision of either thereof in furtherance of the purposes of this chapter;

(14) To receive and accept from any source aid or contributions in the form of money, property, labor or other things of value, to be held, used and applied to carry out the purposes of this chapter, subject to any lawful condition upon which any such aid or contributions may be given or made;

(15) To appoint, employ and contract with such employees and agents, including but not limited to, architects, engineers, attorneys, accountants, financial experts, fiscal agents and such other advisors, consultants and agents as may in its judgment be necessary or desirable, and to fix their compensation;

(16) To enter into a management contract or contracts with any governmental agency, nonprofit organization or private business entity as may in the judgment of such authority be necessary or desirable in order to perform more efficiently or economically various clerical, accounting and administrative functions for which it may become responsible in the exercise of the powers conferred upon it by this chapter;

(17) To procure insurance against any loss in connection with its property and other assets in such amounts and from such insurers as its board may deem desirable;

(18) To the extent permitted by the contracts of such authority with the holders of its bonds, notes and other obligations and if not otherwise specifically prohibited by any other provision of this chapter, to invest its moneys, including, without limitation, the moneys held in any special fund created pursuant to any trust indenture or resolution securing any of its bonds, notes or other obligations and proceeds from the sale of any bonds or notes, not required for immediate use in eligible investments;

(19) To include in any borrowing by such authority such amounts as may be deemed necessary by its board to pay bond discount, commissions or other financing charges, interest on the obligations issued in evidence of such borrowing for such period as its board shall deem advisable, fees and expenses of financial advisors and planning and management consultants, all legal, accounting, publishing, printing, recording and filing fees and expenses and such other expenses as shall be necessary or incident to such borrowing;

(20) To the extent permitted by its contracts with the holders of its bonds, notes and other obligations, to purchase bonds or notes of such authority out of any of its funds or moneys available therefor and to hold, cancel or resell such bonds or notes;

(21) To procure or agree to the procurement of insurance or guarantees from the United States of America or any agency or instrumentality thereof or from any private insurance company of the payment of any bonds, notes or any other obligations issued by such authority and to pay premiums or fees for any such insurance or guarantees; and

(22) To do any and all things necessary or convenient to carry out its purposes and to exercise its powers pursuant to the provisions of this chapter.

(b) No authority shall have the power to operate any facility other than as a lessor thereof; provided, however, that the foregoing restriction on the power of any authority to operate any facility shall not be construed to prohibit, limit or impair the right of such authority to terminate any lease of any facility that is in default, to take possession of such facility and to operate the same for such temporary period as may be necessary to protect and enforce the rights and remedies of the holders of any of its notes or bonds and to exercise any other right or remedy which may be necessary to prevent or cure any default under any contract of such authority which provides for or relates to the security for any of its notes, bonds or other obligations.

(a) Any authority shall have power to issue from time to time its bonds and notes in such principal amount as its board shall determine to be necessary to provide sufficient funds for achieving any of its corporate purposes, including the payment of interest on any of its notes and bonds, the establishment of reserves to secure any such notes and bonds and all other expenditures of such authority incident to and necessary or convenient to carry out its corporate purposes and powers. Any authority shall also have the power to issue from time to time notes to renew notes and bonds to pay notes, including interest thereon and, whenever it deems refunding expedient, to refund any bonds by the issuance of new bonds, whether the bonds to be refunded have or have not matured, and to issue bonds partly to refund bonds then outstanding and partly for any other of its corporate purposes.

(b) If deemed advisable by the board of any authority, there may be retained in the resolution adopted by such board authorizing the issuance of any bonds or notes an option to redeem all or any part thereof as specified in such resolution at such price or prices and after such notice or notices and on such terms and in such manner as may be provided in such resolution and as may be recited in summary form on the face of the bonds or notes; provided, that any bond of any authority having a specified maturity more than 15 years after its date shall be made subject to redemption at the option of such authority at the expiration of 15 years from its date and on any interest payment date thereafter at such price or prices and after such notice or notices and on such terms and in such manner as may be provided in the resolution adopted by the board of such authority authorizing the issuance of such bond. Any authority may pay all expenses, premiums and commissions which its board may deem necessary and advantageous in connection with the issuance of any of its bonds or notes. Issuance by any authority of one or more series of bonds for one or more purposes shall not preclude it from issuing other bonds, but the resolutions whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge or mortgage made for the benefit of any prior issue of bonds, unless in the proceedings authorizing such prior issue the right was reserved to issue subsequent bonds on a parity with such prior issue.

(c) Notes or bonds issued by any authority may, as its board may deem advisable, be either general obligations of such authority or limited obligations payable only out of certain specified revenues or assets of such authority; provided, that any authority may enter into contracts with the holders of any of its bonds or notes preventing such authority from thereafter issuing general obligation bonds or notes or limiting the amount of such bonds or notes that may thereafter be issued. To the extent permitted by any contracts with the holders of outstanding bonds and notes and any other contractual obligations or requirements, any authority may pledge any of its revenues or mortgage or assign any of its assets, whether real or personal and whether tangible or intangible, to secure the payment of any of its bonds or notes.

(d) All obligations created or assumed by any authority and all bonds or notes issued thereby shall be solely and exclusively an obligation of such authority and shall not create an obligation or debt of the state, the determining municipality or any other political subdivision of the state or public corporation or governmental agency existing under the laws thereof; provided, that the provisions of this sentence shall not be construed to release the original obligor from liability on any bond or other obligation assumed by any authority.

(e) The notes and bonds issued by any authority shall be authorized by resolution or resolutions adopted by its board, shall bear such date or dates and shall mature at such time or times as such resolution or resolutions may provide, except that no bond shall mature more than 45 years from the date of its issue. The bonds of any authority may be issued as serial bonds payable in annual installments or as term bonds or as a combination thereof. The notes and bonds of any authority shall bear interest at such rate or rates, be in such form and denominations, either coupon or registered, carry such registration privileges, be executed by such officers of such authority and in such manner, be payable in such medium of payment, at such place or places within or without the state and be subject to such terms of redemption as may be provided in the resolution or resolutions by which they are authorized to be issued. The notes and bonds of any authority may be sold by such authority at public or private sale at such price or prices as such authority shall determine.

(f) Any resolution or resolutions authorizing bonds or notes of any authority may contain provisions, which shall constitute a part of the contract or contracts with the holders of such bonds or notes, pertaining to, among other things, the following matters:

(1) Pledging all or any part of the revenues of such authority to secure the payment of such bonds or notes, subject to contracts with the holders of its then outstanding bonds and notes;

(2) Pledging, assigning or mortgaging all or any part of the assets of such authority to secure the payment of such bonds or notes, subject to contracts with the holders of its then outstanding bonds and notes;

(3) Setting aside of reserves, sinking funds or other funds and the regulation and disposition thereof;

(4) Limitations on the purpose to which the proceeds of sale of such notes or bonds may be applied and pledging such proceeds to secure the payment of such bonds or notes;

(5) Limitations on the issuance of additional bonds or notes, the terms upon which additional bonds or notes may be issued and secured and the refunding of outstanding bonds or notes;

(6) Procedure, if any, by which the terms of any contract with the holders of such bonds or notes may be amended or abrogated, the amount of bonds or notes the holders of which must consent thereto and the manner in which such consent may be given;

(7) Limitations on the amount of moneys to be expended by such authority for its operating expenses;

(8) Vesting in a trustee or trustees such property, rights, powers and duties as such authority may determine;

(9) Defining the acts or omissions to act that shall constitute a default in the performance of the obligations and duties of such authority to the holders of such bonds or notes and providing for the rights and remedies of such holders in the event of such default; provided, however, that such rights and remedies shall not be inconsistent with the general laws of the state and the other provisions of this chapter; and

(10) Any other matters of like or different character which in any way affect the security or protection of the holders of such bonds or notes.

(g) Any mortgage of property granted by any authority, any security interest in property created by it or any assignment or pledge of revenues or contract rights made by it, in each case to secure the payment of its bonds or notes, shall be valid and binding from the time when such mortgage is granted, such security interest created or such assignment or pledge is made, as the case may be, and the property so mortgaged, the property with respect to which such security interest is so created and the revenues and contract rights so assigned or pledged shall immediately, or as soon thereafter as such authority obtains any right thereto or interest therein, be subject to such mortgage, security interest, assignment or pledge, as the case may be, without physical delivery of any property, revenues or contract documents covered thereby or any further act, and the lien of any such mortgage, security interest, assignment or pledge shall be valid and binding as against all persons having claims of any kind in tort, contract or otherwise against such authority, irrespective of whether such persons have actual notice thereof, from the time notice of such mortgage, security interest, assignment or pledge is filed for record in the office of the judge of probate in which the certificate of incorporation of such authority was filed for record and, in the case of any mortgage or security interest covering any tangible property, whether real, personal or mixed, in the office of the judge of probate of the county in which such property is or is to be located pursuant to any agreement made by such authority with any user respecting the location and use of such property. Such notice shall contain a statement of the existence of any such mortgage, security interest, assignment or pledge, as the case may be, a description of the property, revenues or contract rights subject thereto and a description of the bonds or notes secured thereby, all in terms sufficient to give notice to a reasonably prudent person of the existence and effect of any such mortgage, security interest, assignment or pledge. If the requirements of the preceding sentence are met, such notice may consist of a summary statement prepared specially for the purpose of serving as such notice, an executed counterpart of any mortgage, security agreement, assignment, trust indenture or other instrument granting such mortgage, creating such security interest or making such assignment or pledge, as the case may be, or a certified copy of the resolution adopted by the board of such authority authorizing such mortgage, security interest, assignment or pledge, as the case may be.

(h) Any authority shall have power, subject to contracts with the holders of its then outstanding bonds and notes, to purchase for retirement and cancellation any of its bonds or notes and to use any of its available funds for such purpose, provided that, if such bonds or notes are then redeemable, the purchase price thereof shall not exceed the redemption price then applicable, plus accrued interest thereon to the date of purchase, and, if such bonds or notes are not then redeemable, the purchase price thereof shall not exceed the redemption price applicable on the earliest date after such purchase upon which such bonds or notes become subject to redemption, plus accrued interest thereon to the date of purchase.

(i) The bonds or notes of any authority may, at the discretion of such authority, be issued under and secured by a trust indenture or trust indentures by and between such authority and a corporate trustee, which may be any trust company or bank having the power of a trust company within or without the state. Any such trust indenture may contain such provisions for protecting and enforcing the rights and remedies of bondholders or noteholders as may be reasonable and proper and not in violation of law, including covenants setting forth the duties of such authority in relation to the exercise of its corporate powers and the custody, safeguarding and application of all moneys. Such authority may provide by any such trust indenture for the payment to the trustee thereunder or other depository of the proceeds of any bonds or notes issued thereunder and any revenues pledged for the security of such proceeds and revenues, with such safeguards and restrictions as it may determine. All expenses incurred in connection with such trust indenture may be treated as part of the operating expenses of such authority.

(j) Whether or not the notes and bonds of any authority are of such form and character as to be negotiable instruments under the terms of the Alabama Uniform Commercial Code, such notes and bonds are hereby made negotiable instruments within the meaning of the Alabama Uniform Commercial Code and for all purposes thereof, subject only to any registration provisions of such notes and bonds. In case any of the directors or officers of any authority whose signatures appear on any notes, bonds or coupons appertaining to any bond shall cease to be such directors or officers before the delivery of such notes, bonds or coupons, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if such directors or officers had remained in office until such delivery.

(k) The directors and officers of any authority shall not be subject to any personal liability by reason of the issuance of any bonds or notes of such authority.

(a) Upon the adoption by the board of any authority of any resolution providing for the issuance of bonds or notes, such authority may, in the discretion of its board, cause a notice respecting the issuance of such bonds or notes to be published once a week for two consecutive weeks in each county in which shall be located any facility financed or in any way assisted by the issuance of such bonds or notes, such publication in each such county to be in a newspaper having general circulation therein. Such notice shall be in substantially the following form (the blanks being properly filled in) at the end of which shall be printed the name and title of either the chairman or secretary of such authority: "_____ a public corporation and instrumentality of the State of Alabama, on the _____ day of_____ , authorized the issuance of $ _____ principal amount of bonds (or notes, as the case may be) of the said public corporation for purposes authorized in the act of the Legislature of Alabama under which the said public corporation was organized. Any action or proceeding questioning or contesting the validity of the said bonds (or notes), or the instruments securing the same, or the proceedings authorizing the same, must be commenced on or before _____ (here insert a date determined in accordance with the provisions of subsection (b) of this section)."

(b) The date stated in such notice as the date on or before which any action or proceeding questioning or contesting the validity of the bonds or notes referred to therein must be commenced shall be a date at least 30 days after the date on which occurs the last publication of such notice necessary for it to have been published at least once in all counties in which it is required to be published. Any action or proceeding in any court to set aside or question the proceedings for the issuance of the bonds or notes referred to in such notice or to contest the validity of any such bonds or notes, or the validity of any instruments securing the same, must be commenced on or before the date determined in accordance with the preceding sentence and stated in such notice as the date on or before which any such action or proceeding must be commenced. After such date, no right of action or defense shall be asserted questioning or contesting the validity of such bonds or notes, or the instruments securing the same, or the proceedings authorizing the same, nor shall the validity of such bonds or notes or such instruments or proceedings be open to question in any court on any ground whatsoever, except in an action or proceeding commenced on or before such date.