When used in this chapter, the following terms shall have the following meanings:

(1) ARTICLES. The articles of incorporation or articles of reincorporation of an authority.

(2) AUTHORITY. A public corporation incorporated or reincorporated pursuant to the provisions of this chapter.

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

(4) BOND or BONDS. A bond or bonds issued under this chapter.

(5) COUNTY OF INCORPORATION. The county in which an authority has been or is proposed to be incorporated or reincorporated.

(6) DIRECTORS. The members of the board of directors.

(7) INCORPORATORS. The natural persons filing a written application for the incorporation or reincorporation of an authority pursuant to this chapter.

(8) MUNICIPALITY. Any municipal corporation wholly or partially within the county of incorporation.

(9) PARTICIPATING MUNICIPALITY. Any municipality named in the articles that elects to participate in the incorporation or reincorporation of the authority.

(10) PERSON. Unless limited to a natural person by the context in which it is used, any person, including without limitation a private firm, a private association, a corporation, and a public person.

(11) PROBATE JUDGE. The judge of probate of the county of incorporation of an authority.

(12) PROJECT. Any land and any buildings or other improvements thereon, and all real, personal, and mixed properties deemed by an authority to be necessary or appropriate in connection therewith, whether or not now in existence, which shall be suitable for park or recreation purposes. The determination of an authority that a proposed use is within this definition shall be conclusive.

(13) PUBLIC PERSON. The state and any county, municipal corporation, public corporation, agency, subdivision thereof, instrumentality thereof, or similar person.

(a) Except as provided in Section 11-86A-6, the board of directors shall be composed of the number of directors provided for in the articles, appointed as provided in the articles for the terms designated therein.

(b) All directors shall serve until their successors are appointed or until they cease to be qualified. Vacancies on the board of directors shall be filled as provided for in the articles, but any person appointed to fill a vacancy shall serve only for the unexpired portion of the term. In the event any uncertainty arises as to the terms of office of a director, the governing body or person authorized to appoint a director to the board of directors may clarify the term by adoption of an appropriate resolution or by execution of an appropriate certificate.

(c) A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board of directors may be adjourned by a majority of the directors present, or may be adjourned by a single director if the director is the only director present at the meeting. A vacancy in the membership of the board of directors may not impair the right of a quorum to exercise all the powers and perform all the duties of the board. The board shall hold regular meetings at such times as may be provided in the bylaws of the authority and may hold other meetings at any time upon notice as may be required by the bylaws of the authority, or if the bylaws make no provision for notice as determined by the chair of the board of directors. The board of directors may hold a special meeting upon call of the chair or by a majority of the directors. Any matter on which the board of directors is authorized to act may be acted upon at any regular, special, or called meeting. At the request of a director, the vote on any question before the board of directors may be taken by yeas and nays and entered upon the record. All resolutions adopted by the board of directors shall constitute actions of the authority.

(d) A director may be impeached and removed from office only in the same manner and on the same grounds provided in Section 175 of the Constitution of Alabama of 1901, and the general laws of the state for impeachment and removal of the officers mentioned in Section 175.

(a) The articles of an authority may be amended in the manner provided in this section. The board of directors shall adopt a resolution proposing an amendment to the articles. The amendment shall be fully set forth in the resolution and may include any matters that might have been included in the original articles.

(b) After the adoption by the board of directors of a resolution proposing an amendment to the articles, the chair and the secretary of the authority shall sign and file with the governing body of the county of incorporation and of each participating municipality a written application in the name and on behalf of the authority, under its seal, requesting the county and each participating municipality to adopt a resolution approving the proposed amendment, and accompanied by a copy of the resolution adopted by the board of directors proposing the amendment to the articles. The county and each participating municipality shall therein review the application and adopt a resolution either denying the application or approving and authorizing the proposed amendment. A resolution need not be published or posted or offered for more than one reading.

(c) Following the adoption of a resolution approving the proposed amendment by the county commission of the county of incorporation and of each participating municipality, the chair and the secretary of the authority shall sign and file in the office of the probate judge a certificate in the name and on behalf of the authority, under its seal, reciting the adoption of resolutions by the board and by the governing body of the county of incorporation and of each participating municipality and setting forth the proposed amendment. The probate judge shall record the certificate. The amendment shall become effective upon recordation.

An authority shall have the following powers:

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

(2) To institute and defend legal proceedings in any court of competent jurisdiction and proper venue; provided, however, that an authority may not be sued in any court other than the courts of the county of incorporation; provided, further, that the officers, directors, agents, and employees of an authority may not be sued for their actions on behalf of the authority except for actions that are known by a person to be unlawful or are performed with reckless disregard for the lawfulness of the actions.

(3) To have and to use a corporate seal and to alter the seal at its pleasure.

(4) To establish a fiscal year.

(5) To anticipate by the issuance of its bonds the receipt of any revenues that may be appropriated by or to the authority and to pledge the proceeds of the appropriations as security for the payment of the principal of and interest on its bonds.

(6) To mortgage and pledge any or all of its parks and recreational facilities or any part or parts thereof, whether then owned or thereafter acquired, and to pledge the revenues and receipts therefrom or from any thereof as security for the payment of the principal of and interest on its bonds.

(7) To make surveys and other analyses to determine suitable locations for prospective park and recreation facilities.

(8) To make grants of money for park and recreation purposes to other public persons and to any organization which is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time, or as recodified, or any corresponding provision of any future revenue law.

(9) To accept gifts, grants, bequests, or devises.

(10) To accept grants of money from public persons and to enter into binding agreements with those entities, with or without consideration.

(11) To accept donations of money or real or personal or mixed property.

(12) To invest in bank deposits, U.S. Treasury obligations, instruments, real, personal, or mixed property, and other investments as the board of directors may determine to be appropriate and convenient to accomplish any purpose for which an authority is organized, including works of internal improvement.

(13) To appoint, contract with, and employ officers, employees, and agents including, but not limited to, engineers, accountants, attorneys, architects, construction contractors, consultants, fiscal agents, underwriters, issuers of letters of credit, depositories, banks, trustees, paying agents, transfer agents, remarketing agents, marketing agents, rating agencies, insurers of its securities, guarantors of its securities, or providers of other forms of credit enhancement for its securities as an authority may require or deem appropriate for the carrying out of its corporate purposes and the exercise of its powers.

(14) To acquire, whether by purchase, exchange, gift, lease, or otherwise, all real and personal property that the board of directors deems necessary for the purpose of establishing one or more park and recreational facility; to improve parks and recreational facilities, including the improvement of a park by the construction of buildings, athletic facilities, park facilities, roads, curbing, gutters, drainage, sewerage, utilities, or grading.

(15) To maintain, equip, furnish, own, and operate one or more than one park and recreational facility.

(16) To fix, prescribe, and collect rates, fees, tolls, charges, lease payments, or rentals for the use or lease of any of its facilities for services, facilities, and accommodations furnished by it or any of its facilities.

(17) To adopt and enforce rules and regulations relative to the use or occupancy of any of its facilities or services.

(18) To promote, sponsor, and operate tournaments, programs, shows, exhibitions, athletic events and educational, cultural, recreational, amusement, and other activities.

(19) To sell, exchange, and convey, to contract, to sell, exchange, and convey and to grant options to acquire any or all of its properties whenever its board of directors find any action to be in furtherance of the purposes for which the authority was organized.

(20) To enter into leases of real or personal property with a person.

(21) To provide for insurance as the board of directors may deem advisable.

(22) To enter into a management agreement or agreements with a person for the management of any parks and recreation facilities.

(23) To grant privileges, licenses, or permits for the operation of any public accommodation facilities.

(24) To assume obligations secured by a lien on, or payable out of, or secured by a pledge of, the revenues and receipts from projects, or any part thereof that may be acquired, and obligation assumed to be payable solely out of the revenues and receipts from any projects, or part thereof.

(25) To enter into contracts, agreements, options, leases, deeds, mortgages, and other instruments, and to take other actions as may be necessary or convenient to accomplish any purpose for which an authority is organized or to exercise any power expressly granted under this chapter.

An authority may sell at public or private sale and issue bonds for the purposes authorized in Section 11-86A-12.

(a) Bonds of an authority shall be signed by the chair and attested by the secretary, the seal of the authority shall be affixed thereto, and any interest coupons applicable to the bonds shall be signed by the chair; provided that a facsimile of the signature of the officers may be printed or otherwise reproduced on any bonds in lieu of being manually subscribed. A facsimile of the seal of the authority may be printed or otherwise produced on any bonds in lieu of being manually affixed thereto, and a facsimile of the chair's signature may be printed or otherwise reproduced on any interest coupons in lieu of being manually subscribed, provided, that the bonds have been manually authenticated by a transfer agent of the bond issue. Delivery of the bonds executed shall be valid notwithstanding any changes in officers or in the seal of the authority after the signing and sealing of the bonds.

(b) Any bonds may be executed and delivered by the authority and may be in such form and denominations, of the tenor and maturities, bear rate or rates of interest, be payable at the times and evidenced in a manner, and may contain other provisions not inconsistent with this chapter as may be provided by the resolution or resolutions of the board of directors under which the bonds are authorized to be issued. A bond may not have a specified maturity date later than 40 years after its date of execution. A bond may be made subject to redemption at the option of an authority at such times and after notice and on conditions and at redemption price or prices as may be provided in the resolution or resolutions under which it is authorized to be issued. The bonds may bear interest at a fixed rate, at a rate that adjusts in accordance with an independent standard, such as the prime or base lending rate of a bank or published rates for other securities, or may bear interest at rates which may be adjusted to a rate sufficient, in the opinion of any remarketing agent appointed by the authority, to make the bonds have a fair market value or funding value not less than the principal amount of the bonds or other amount as may be specified in the proceedings authorizing the issuance of bonds. The authority may issue "tender" bonds or similar bonds and may enter into appropriate remarketing agreements with respect to any bonds and the determination of the rate of interest borne by the bonds.

(c) Upon the adoption by the board of directors of a resolution providing for the issuance of bonds, an authority may publish once a week for two consecutive weeks, in a newspaper of general circulation published in the county of incorporation a notice 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 chair or secretary of the authority: "________________, a public corporation organized under the laws of the State of Alabama, on the ____ day of ___________, authorized the issuance of not more than $_______ principal amount of [revenue], [general obligation], or [other appropriate designation] bonds of the authority for purposes authorized in the act of the Legislature of Alabama under which the authority was organized. Any action or proceeding questioning the validity of the bonds, any pledge or mortgage to secure, any lease or sale of any project to be financed by the bonds, or the proceedings authorizing the bonds shall be commenced within 20 days after the first publication of this notice." Any action or proceeding in any court to set aside or question the proceedings for the issuance of the bonds referred to in the notice or to contest the validity of the bonds or the validity of any pledge or mortgage made therefor shall be commenced within 20 days after the first publication of the notice. After the expiration of the period, no action, counterclaim, setoff, or defense questioning or attacking the validity of the proceeding or of the bonds shall be asserted, nor shall the validity of the proceedings of the bonds be open to question in any court on any ground whatsoever, except in an action or proceeding commenced within the period.

(d) Subject to the provisions and limitations contained in this chapter, an authority may sell and issue refunding bonds for the purpose of refunding any outstanding matured or unmatured bonds. Refunding bonds may be subrogated and entitled to all priorities, rights, and pledges to which the bonds refunded were entitled.

(e) An authority may pay out of the proceeds of the sale of its bonds attorneys' fees and the other expenses of issuance which a board of directors may deem necessary and advantageous in connection with the issuance of bonds.

(a) In the discretion of the board of directors of an authority, any bonds may be secured by an indenture between an authority and a trustee, which may be a trust company or bank having trust powers, whether the trust company or bank is located within or outside of the state. In any indenture or resolution providing for the issuance of bonds, an authority may pledge, for payment of the principal of and the interest on such bonds, any of its revenues to which its rights exist or may thereafter come into existence, and may assign, as security for payment, any of its leases, franchises, permits, and contracts. In any indenture, an authority may mortgage any properties, including any that may be thereafter acquired by it, and may provide that in the event of a default in payment of the bonds secured thereby or in the event of default with respect to any agreement contained therein, the mortgage may be foreclosed either by sale at public outcry or by judicial proceedings. Any pledge of revenues shall be valid and binding from the time it is made, and the revenues pledged and thereafter received by the authority shall immediately become subject to the lien of the pledge without any physical delivery thereof or further act. The lien of such a pledge shall be valid and binding against all parties having claims of any kind in tort, contract, or otherwise against the authority, irrespective of whether the parties have actual notice thereof, provided any indenture has been recorded in the office of the probate judge, regardless of compliance with the Alabama Uniform Commercial Code. In any indenture or resolution authorizing the issuance of bonds and pledging for the benefit thereof revenues from any one or more projects, the authority may include provisions customarily contained in instruments securing evidences of indebtedness, including, without limiting the generality of the foregoing, provisions respecting the collection, segregation, and application of any rental or other revenue due or to become due to the authority, the terms to be incorporated in any lease agreement respecting any property of the authority, the maintenance and insurance of any building, structure, or other property owned by the authority, the creation and maintenance of special funds from any revenue of the authority, and the rights and remedies available in the event of default to the holder of the bonds or the trustee under the indenture, all as the board of directors deem advisable and which are not in conflict with this section.

(b) If an authority defaults in payment of the principal of or the interest on the bonds or in any of the agreements on the part of an authority that may properly be included in any indenture securing the bonds or in any resolution authorizing their issuance, a holder of the bonds or any of the coupons, or the trustee under any indenture if authorized in indenture, may, in addition to any other remedies herein provided or otherwise available, by suit, action, mandamus, or other proceedings, enforce payment of the principal or interest and compel performance of all duties of the authority, and shall be entitled to the appointment of a receiver possessing all the powers of a receiver necessary or appropriate for the operation and maintenance of the property of the authority covered by the indenture or resolution, and the collection, segregation, and application of revenues therefrom. The indenture or any resolution may contain provisions restricting the individual rights of action of the holders of the bonds and coupons.

(a) The proceeds from the sale of any bonds shall be applied as provided in the proceedings in which the bonds are authorized to be issued, including without limitation, the payment of all legal, fiscal, and recording fees and expenses incurred in connection with the authorization, sale, and issuance of the bonds and, if provided in the proceedings authorizing their issuance, interest on the bonds (or if only a part of any issue of bonds is issued for acquisition purposes, interest on that portion of the bonds of that issue that is issued to pay acquisition costs) for a reasonable period prior to and during the time required for the acquisition, construction, and equipping of park and recreation facilities. An authority may provide in the proceedings authorizing the issuance of bonds for the funding of a debt service reserve and/or a replacement and extension reserve from the proceeds of its bonds.

(b) All contracts made by an authority and all bonds shall be solely and exclusively obligations of an authority and shall not constitute or create an obligation or debt of any other public person except as provided in subsection (c).

(c) A county or municipality may pledge its full faith and credit toward the retirement of any bonds or other evidences of indebtedness issued by an authority under this chapter.

(d) Bonds shall be construed to be negotiable instruments even if payable solely from only a specified source.

(e) Bonds issued by an authority and the income therefrom shall be exempt from all taxation in the state.

(f) Bonds issued by an authority may be used by the holder thereof as security for any funds belonging to any public person in any instance where security for such deposits may be required by law.

(g) Unless otherwise directed by a court having jurisdiction thereof or the document that is the source of its authority, a trustee, executor, administrator, custodian, guardian, or one acting in any other fiduciary capacity may, in addition to any other investment powers now or hereafter conferred by law and with the exercise of reasonable business prudence, invest trust or fiduciary funds in bonds.

(h) Neither a public hearing nor consent of any other public person may be a prerequisite to the issuance of bonds by an authority.

(i) The bonds shall be legal investments for funds of the Teachers' Retirement System of Alabama, the Employees' Retirement System of Alabama, and the State Insurance Fund.

(j) Public persons may invest in any bond issued by an authority.

An authority shall be exempt from all laws of the state now or hereafter governing usury or prescribing or limiting interest rates, including without limitation the provisions of Chapter 8 of Title 8.

All properties of an authority, whether real, personal, or mixed, and the income therefrom, all bonds and other securities issued by an authority and the coupons applicable thereto and the income therefrom, and all indentures and other instruments executed as security therefor, all leases made pursuant to this chapter and all revenues derived from any such leases, and all deeds and other documents executed by or delivered to an authority shall be exempt from any and all taxation by any public person, including without limitation license and excise taxes imposed in respect of the privilege of engaging in any of the activities in which an authority may engage. An authority shall not be obligated to pay or allow any fees, taxes, or costs to the probate judge in connection with the amendment of its articles or the recording of any document. The gross proceeds of the sale of any property used in the construction and equipping of any park and recreation facility for an authority, regardless of whether such a sale is to an authority or any contractor or agent 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 a public person; and any property used in the construction and equipping of any park and recreation facility for an authority, regardless of whether the property has been purchased by an authority or any contractor or agent 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 property by a public person.

The recovery of damages under any judgment against an authority or an officer, agent, or employee acting within the line and scope of his or her duties with the authority shall be limited to one hundred thousand dollars ($100,000) for bodily injury or death for one person in any single occurrence. Recovery of damages under any judgment against an authority shall be limited to three hundred thousand dollars ($300,000) in the aggregate where more than two persons have claims or judgments on account of bodily injury or death arising out of any single occurrence. Recovery of damages under any judgment against an authority shall be limited to one hundred thousand dollars ($100,000) for damage or loss of property arising out of any single occurrence. No authority shall settle or compromise any claim for bodily injury, death, or property damage for an amount in excess of the amounts hereinabove set forth.

(a) The Legislature hereby makes the following findings of fact and declares its intent to be as follows:

The Legislature acknowledges the key role of public corporations in the state in promoting public interest and participation in sports, athletics, and recreational activities through acquiring, enlarging, improving, expanding, owning, operating, leasing, and disposing of park and recreation related properties. It has come to the attention of the Legislature that questions have been raised as to the status of certain local park and recreational authorities and boards located in the state. It is the intent of the Legislature to promote the public health and general welfare by exercising its police power to authorize the formation or retroactive validation of independent public corporations created jointly by counties and municipalities, one of which is to be a Class 4 municipality, as defined by Section 11-40-12, having as their general purposes the promotion of park and recreation purposes, facilities, and activities and having the power to issue bonds.

(b) This chapter shall be liberally construed in accordance with the foregoing findings of fact and declaration of intent.

Any public person may transfer and convey to an authority, with or without consideration any properties, real, personal, or mixed, and all funds and assets, tangible or intangible, that may be owned by a public person or that may be jointly owned by any two or more thereof, and any funds owned or controlled by a public person or jointly by any two or more thereof, whether or not the property or funds are considered necessary for the conduct of the governmental or public functions, if any, of a public person. The transfer or conveyance shall be authorized by an ordinance or resolution duly adopted by the governing body of a public person. Any such ordinance or resolution need not be published or posted and need not be offered for more than one reading.

(a) At any time when no bonds of an authority are outstanding, the authority may be dissolved by the adoption of a resolution by the board of directors recommending dissolution and by the approval of the dissolution by the governing body of the county of incorporation and each participating municipality and the adoption of a resolution to the effect that the county and each participating municipality concur. The resolution need not be published or posted and need not be offered for more than one reading. Upon the dissolution the chair and secretary of the dissolved authority shall execute articles of dissolution reciting that the resolutions have been adopted and that the authority has been dissolved. The articles of dissolution shall be filed with the probate judge, who shall record the dissolution.

(b) Upon dissolution of an authority, title to all its property shall be vested in the public persons in its articles, or if no specification exists, in the county of incorporation.

Any number of natural persons, not less than three, residing in the county of incorporation may incorporate an authority as provided in this chapter. The incorporators shall file a written application in accordance with Section 11-86A-4.

(a) The written application of the incorporators shall be filed with the probate judge, which application shall:

(1) Contain a statement that the incorporators propose to incorporate an authority pursuant to this chapter.

(2) State that each of the incorporators is a resident of the county of incorporation.

(3) Request that the governing body of the county of incorporation and each participating municipality adopt a resolution declaring that it is expedient that the proposed authority be formed, approving the written application, and authorizing the incorporators to proceed to form the proposed authority by filing for record articles in accordance with this chapter.

(b) The application shall include the form of articles of the proposed authority.

(c) The governing body of the county of incorporation and of each participating municipality shall review the contents of the application and the accompanying form of articles and shall adopt a resolution to deny the application or to declare that it is expedient that the proposed authority be formed, approving the form of the articles, and authorizing the incorporators to proceed to form the proposed authority by filing for record pursuant to subsection (c) of Section 11-86A-5.

(d) It shall not be necessary that a resolution be published in any newspaper or posted or be offered for more than one reading.

(e) One of the participating municipalities shall be a Class 4 municipality, as defined by Section 11-40-12, which has within 90 days of March 9, 2000, opted by ordinance to be a participating municipality.

(f) No authority may be formed until the application and the resolution have been adopted, and until the requirement of subsection (e) is satisfied.

(a) The articles of an authority shall state all of the following:

(1) The names of the incorporators and that each is a resident of the county of incorporation. In addition, one of the incorporators shall also be a Class 4 municipality that has within 90 days of March 9, 2000, opted by ordinance to be a participating municipality.

(2) The name of the authority, which may be a name indicating in a general way the geographic area proposed to be served by the authority and include the words "Park and Recreation Authority" (e.g., "The ___________ Park and Recreation Authority" or "The Park and Recreation Authority of ___________," the blank space to be filled in with a geographically descriptive word or words, but the descriptive word or words shall not preclude the authority from exercising its powers in other geographic areas).

(3) The period of the authority which may be perpetual.

(4) The location of the principal office of the authority, located within the boundaries of the county of incorporation.

(5) That the authority is organized pursuant to this chapter.

(6) The prohibitions, limitations, or conditions of the authority.

(7) A minimum of three directors and the duration of their respective terms of office which may not be in excess of six years.

(8) The manner of appointing directors. The articles may specify that the directors are to be appointed by any of the following:

a. The governing body of the county of incorporation.

b. The governing bodies of the participating municipalities.

c. The individual members of the governing bodies, based upon districts, precincts, place numbers, or another method.

d. The legislative delegation of the county of incorporation.

e. A combination of a. to d., inclusive, as the articles prescribe.

(9) Any provisions not inconsistent with this chapter relating to the dissolution of the authority and the vesting of title to its assets and properties upon dissolution.

(10) 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.

(b) The articles shall be signed by each of the incorporators.

(c) The authority shall constitute a public corporation under the name set forth in its articles upon the filing for record of the articles with the probate judge. The recording of the articles by the probate judge shall be conclusive evidence of the due, legal, and valid incorporation of the authority. The probate judge shall record the articles in an appropriate book in his or her office. There shall be no filing fees or recording taxes due or payable on account of the filing for record of the articles.

(a) In all cases where there has been an attempt to create or incorporate a park and recreation authority or park and recreation board, but the attempted creation or incorporation is or may be invalid because of an irregularity in the procedure followed or invalidity of or defect in the statute under which the attempted creation or incorporation of the authority or board was made, a minimum of three natural persons residing in the county in which the authority is to be incorporated may file a written application with the probate judge of the county in which the park and recreation authority or park and recreation board has been incorporated or attempted to be created or incorporated, which application shall:

(1) Contain a statement that the incorporators propose to reincorporate an authority pursuant to this chapter.

(2) State that each of the applicants is a resident of the county of incorporation.

(3) Request that the county commission of the county of incorporation and of each participating municipality adopt a resolution declaring that it is expedient that the park and recreation authority or park and recreation board be reincorporated, approving the written application, and authorizing the incorporators to proceed to reincorporate the park and recreation authority or park and recreation board by filing for record articles in accordance with this chapter.

(b) An application shall be accompanied by the form of articles of the park and recreation authority or park and recreation board proposed to be reincorporated.

(c) The governing body of the county of incorporation and of each participating municipality shall review the contents of the application and the accompanying form of articles and shall adopt a resolution either to deny the application or declare that it is expedient that the proposed reincorporation occur, approving the form of articles, and authorizing the incorporators to proceed to reincorporate the park and recreation authority or park and recreation board by filing for record the articles in accordance with the provisions of Section 11-86A-5, except that the articles shall specify the name of the park and recreation authority or park and recreation board being reincorporated.

(d) It shall not be necessary that any resolution be published in any newspaper or posted or be offered for more than one reading.

(e) One of the participating municipalities shall be a Class 4 municipality, as defined by Section 11-40-12, which has within 90 days of March 9, 2000, opted by ordinance to be a participating municipality.

(f) Upon the filing for record of the articles of the authority with the probate judge, the authority shall be reincorporated and the existence and validity of the authority validated and ratified retroactive to the initial incorporation or creation or attempted incorporation or creation thereof with all authorities and powers granted to an authority under this chapter. All actions taken, policies observed, contracts, agreements and understandings entered, property owned, acquired, received, or conveyed, any civil actions pending or concluded, any employee rights or benefits granted, and all other matters with respect to the park and recreation board or park and recreation authority occurring or existing prior to the date of reincorporation shall be deemed transferred, assigned, and conveyed to, and received, accepted, and adopted by, the authority as of the date of reincorporation, and shall be deemed valid, binding, effective, legal, and constitutional with respect to the authority after the date of reincorporation if such matters would have been valid, binding, legal, effective, or constitutional if occurring after the date of reincorporation under the terms of this chapter.

(g) Upon reincorporation, the directors of the authority shall consist of those persons who were members of the board of directors of the park and recreation authority or park and recreation board prior to reincorporation. In the event that the articles specify a board of directors having fewer members than the board of directors of the park and recreation authority or park and recreation board which has been reincorporated, the members of the board of directors who were most recently appointed shall constitute the board of directors of the reincorporated authority. The members of the board of directors of the park and recreation authority or park and recreation board which has been reincorporated having the least recent appointment shall cease to be members of the board of directors of the park and recreation authority or park and recreation board. Those persons becoming members of the board of directors of the reincorporated authority shall serve for such term or terms as specified in the articles, notwithstanding that the term or terms may exceed the term or terms for which a person was originally appointed to the position.

A park and recreation authority or park and recreation board incorporated or created prior to or after March 9, 2000, may seek authority to reincorporate pursuant to the procedure established in Section 11-86A-6, if a majority of the board adopts a resolution determining that it would be expedient for the authority or board to reincorporate and at least three members of the authority or board files an application in accordance with Section 11-86A-6.

(a) The articles shall be filed with the probate judge. The proposed authority shall constitute a de jure corporation upon acceptance of filing. The acceptance of the articles for filing by the probate judge shall be conclusive of the valid incorporation of a proposed authority or reincorporation of a park and recreation authority or a park and recreation board.

(b) There shall be no fees or taxes paid to or collected by the probate judge for any service rendered or work performed in connection with an authority, its incorporation, reincorporation, amendment, dissolution, or records.

(a) All powers of an authority shall be vested in its board of directors.

(b) The initial board of directors of an authority shall be specified in the articles, or as provided in Section 11-86A-6.

(c) Each authority shall be composed of a chair, vice chair, secretary, and treasurer elected by the board of directors. The offices of secretary and treasurer may be held by the same person. A majority of the directors shall constitute a quorum for the transaction of business. The officers and directors shall serve for the terms provided for in the articles. A director may not receive any salary for service rendered or for any duty performed as a director. The chair, vice chair, secretary, and treasurer shall perform the duties customarily performed by the officers and as may be prescribed by the board of directors.

(d) All proceedings by the board of directors shall be in writing by the secretary of the authority and signed by at least two directors of the authority present at the proceedings. Copies of the proceedings, when certified by the secretary of the authority under the seal of the authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.

(e) A board of directors may adopt bylaws not inconsistent with this chapter.

(f) Notice of any meeting of the members of the board of directors shall be as provided in the bylaws or as determined by the chair of the board of directors. Notice of any meeting may be waived by any director before, at, or after the meeting and may be communicated by letter, telegraph, telex, telecopy, or similar means. Attendance at any meeting for any purpose other than to protest the holding of the meeting shall constitute a waiver of notice.

(g) The board of directors may act by a written consent, signed by all directors, which consent shall have the same effect as unanimous action taken at a duly held meeting of the board of directors, a quorum being present.

(h) The board of directors may create one or more committees and may appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. A committee may exercise the authority of the board of directors as specified by the board of directors, or in the articles or bylaws, but may not amend the articles or adopt, amend, or repeal bylaws.

(i) A director shall be a resident of the county of incorporation. If a director ceases to be a resident of the county of incorporation, he or she shall cease to be a director, and the position shall remain vacant until a successor is appointed in accordance with the articles and this chapter.