It is hereby found and declared as follows: that the collection, disposal and utilization of solid waste is a matter of grave concern to all citizens and is an activity thoroughly affected with the public interest; that the health, safety and welfare of the people of this state require efficient solid waste collection and disposal service and efficient utilization of such waste; that the need exists to develop alternative energy sources for public and private consumption in order to reduce our dependence on such sources as petroleum products, natural gas, nuclear and hydroelectric generation; that solid waste represents a potential source of solid fuel, oil or gas that can be converted into energy; that technology exists to produce usable energy from solid waste; that there is a need for planning, research, development and innovation in the design, management and operation of facilities for solid waste management, in order to encourage continuing improvement and provide adequate incentives and processes for reducing operation and other costs in the management of solid waste; that a need exists for the demonstration of systems and techniques for materials recovery and reuse of solid waste; that long-term negotiated contracts with users of energy should be utilized as an incentive for the development of facilities for the recovery of energy from solid waste; that there is a shortage of funds available for the provision of solid waste disposal and resource recovery facilities; in order to provide for the collection and disposal of solid waste and to encourage planning of solid waste collection and disposal service and resource recovery through the development of systems for the recovery of material or energy from solid waste, it is necessary and desirable to authorize the creation by counties and municipalities (or any two or more thereof) in the state of authorities which will have the power to issue and sell bonds and notes and using the proceeds of such bonds and notes to acquire and construct such facilities.

(a) Any bonds issued by the authority shall be revenue bonds and shall be payable solely out of such revenues of the authority as may be designated in the proceedings of the board under which they shall be authorized to be issued. Any such proceedings may provide that the bonds therein authorized shall be payable solely out of the revenues derived from the operation of any facility or facilities owned by the authority, regardless of the fact that those bonds may have been issued with respect to or for the benefit of a certain facility or facilities of the authority.

(b) As security for payment of the principal and interest on any bonds issued or assumed by it, any authority may enter into a contract or contracts, and adopt resolutions or other proceedings containing provisions constituting a part of the contract or contracts with the holders of such bonds, pertaining to, among other things, the following:

(1) Pledging all or any part of the revenues of such authority to secure the payment of such bonds;

(2) Pledging, assigning or mortgaging all or any part of the assets of such authority to secure the payment of such bonds;

(3) The creation of reserve, sinking or other funds and the regulation and disposition thereof;

(4) The issuance of additional bonds;

(5) Binding the authority to impose and collect reasonable rates for and the imposition of reasonable regulations respecting any service rendered from or with respect to any facility or facilities;

(6) The procedure, if any, by which the terms of any contract with the holders of such bonds may be amended or abrogated, the amount of bonds 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 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.

(c) 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, 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 (1) in the office of the judge of probate in which the certificate of incorporation of such authority was filed for record and (2) 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 person 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 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 (i) a summary statement prepared specially for the purpose of serving as such notice, (ii) 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 (iii) 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.

All moneys derived from the sale of any bonds issued by an authority shall be used solely for the purpose or purposes for which the same are authorized; provided, however, that if for any reason any part of such proceeds shall not be necessary for such purposes then such unexpended part of such proceeds shall be applied to the payment of the principal of or interest on the said bonds. All accrued interest and premium received in any such sale shall be applied to the payment of interest or principal on the bonds sold.

Any bonds issued or assumed by an authority may from time to time be refunded by the issuance, by sale or exchange, of refunding bonds payable from the same or different sources for the purpose of paying all or any part of the principal of the bonds to be refunded, any redemption premium required to be paid as a condition to the redemption prior to maturity of any such bonds that are to be so redeemed in connection with such refunding, any accrued and unpaid interest on the bonds to be refunded, any interest to accrue on each bond to be refunded to the date on which it is to be paid, whether at maturity or by redemption prior to maturity, and the expenses incurred in connection with such refunding; provided, that unless duly called for redemption pursuant to provisions contained therein, the holders of any such bonds then outstanding and proposed to be refunded shall not be compelled without their consent to surrender their outstanding bonds for such refunding. Any refunding bonds may be sold by the authority at public or private sale at such price or prices as may be determined by its board to be most advantageous, or may be exchanged for the bonds or other obligations to be refunded. Any such refunding bonds may be executed and delivered by the authority at any time and from time to time, shall be in such form and denominations and have such tenor and maturities, shall contain such provisions not inconsistent with the provisions of this chapter, and shall bear such rate or rates of interest, payable and evidenced in such manner, as may be provided by resolution of its board.

Any refunding bonds issued by an authority shall be issued and may be secured in accordance with the provisions of Sections 11-89A-9 and 11-89A-10.

(a) This chapter is intended to aid the state through the furtherance of the purposes of the chapter by providing appropriate and independent instrumentalities with full and adequate powers to fulfill their functions. Except as expressly provided in this chapter, no proceeding, notice or approval shall be required for the incorporation of any authority or the amendment of its certificate of incorporation, the purchase of any note or other instrument secured by a mortgage, deed of trust, note or other security interest, the issuance of any bonds, the execution of any mortgage and deed of trust or trust indenture, or the exercise of any other of its powers by an authority. Neither a public hearing nor the consent of the State Department of Finance or any other department, agency, bureau, board or corporation of the state shall be prerequisite to the issuance of bonds by an authority.

(b) To the extent that Section 22-27-5 might in any way be applicable to the actions of the authority, the said section is hereby declared to be inapplicable, including particularly the provisions of the said section providing for the cancellation of contracts of counties and municipalities, and individuals, corporations, partnerships or other agencies engaging in the collection and disposal of solid waste. Each authority shall, however, be subject to the provisions of Article 1 of Chapter 27 of Title 22 (other than the provisions of the said Section 22-27-5) respecting sanitary requirements in the disposal of solid waste.

Each authority organized under the provisions of this chapter is hereby granted the power of eminent domain and may exercise such power in the manner provided by law for the purpose of obtaining real property for any facility or part thereof.

(a) 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, a county or municipality 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;

(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; and

(4) To pay to any authority the proceeds of any special tax appropriated, apportioned or allocated to such authority or to or for the benefit of any facility owned or operated by such authority.

(b) Any county, municipality or other political subdivision, public corporation, agency or instrumentality of the state, a county or municipality are each hereby specifically authorized to enter into a contract or contracts obligating any such entity to dispose of its solid waste, or any part thereof, at a facility or facilities owned or operated by such authority and obligating such county, municipality or other political subdivision, public corporation, agency or instrumentality of the state, a county or municipality to make payments to such authority for such disposal. The terms, provisions and conditions of any such contract or contracts shall be such as a governing body of any such county, municipality or political subdivision, public corporation, agency or instrumentality of the state, a county or municipality deems appropriate. Any such contract or contracts may provide for the continuous disposal of such solid waste from year to year, but for a term not to exceed 45 years. Any costs to any such county, municipality or other political subdivision, public corporation, agency or instrumentality of the state, a county or municipality shall be paid annually out of the general operating funds of any such county, municipality or other political subdivision, public corporation, agency or instrumentality of the state or any county or municipality, and the entering into of such contract or contracts shall not constitute the incurring of a debt by such county, municipality or other political subdivision, public corporation, agency or instrumentality of the state or any county or municipality within the meaning of any constitutional or statutory limitations on debts of the state, the counties or the municipalities.

The property and income of any authority, all bonds issued by an authority, the income from such bonds, conveyances by or to an authority, and leases, mortgages and deeds of trust or trust indentures by or to an authority shall be exempt from all taxation in the State of Alabama. Any authority shall be exempt from all taxes levied by any county, municipality, or other political subdivision of the state, including, but without limitation to, 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 judge of probate of any county in respect of its incorporation, the amendment of its certificate of incorporation, or the recording of any document.

Each authority shall be exempt from the laws of the State of Alabama governing usury or prescribing or limiting interest rates, including, but without limitation to, the provisions of Chapter 8 of Title 8.

Any authority and all contracts made by it shall be exempt from the laws of the State of Alabama requiring competitive bids for any contract to be entered into by municipalities or public corporations authorized by them, including, but without limitation to, the provisions of Article 3 of Chapter 16 of Title 41.

An authority shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm or corporation, except that in the event a board shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of an authority, then any portion, as determined by the board, of the net earnings of an authority thereafter accruing may, in the discretion of the board, be paid to one or more of its determining subdivisions.

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

(1) APPLICANT. A natural person who files a written application with the governing body of any county or municipality in accordance with the provisions of Section 11-89A-3.

(2) AUTHORITY. Any public corporation organized pursuant to the provisions of this chapter.

(3) AUTHORIZING RESOLUTION. A resolution or ordinance adopted by the governing body of any county or municipality in accordance with the provisions of Section 11-89A-3, that authorizes the incorporation of an authority.

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

(5) BONDS. Bonds, notes or other obligations representing an obligation to pay money.

(6) COSTS. As applied to a facility or any portion thereof, such term shall include all or any part of the cost of construction, acquisition, alteration, enlargement, extension, reconstruction, improvement and remodeling of a facility, including all lands, structures, real or personal property, rights, rights-of-way, franchises, easements, permits, approvals, licenses and certificates and interests acquired or used for, in connection with or with respect to a facility, the cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring lands to which such buildings or structures may be moved, the cost of all machinery and equipment, financing charges, underwriters' commissions or discounts, interest prior to, during and for a period of six months following estimated completion of such construction and acquisition, provisions for reserves for both principal and interest and for maintenance, extensions, enlargements, additions and improvements to any facilities then being or theretofore acquired and all other amounts authorized by any authority to be paid into any special funds from proceeds of bonds issued by the authority, the cost of architectural, engineering, financial and legal services, plans, specifications, studies, surveys, estimates of cost and revenues, administrative expenses, expenses necessary or incident to determining the feasibility or practicability of constructing a facility and such other expenses as may be necessary or incident to the construction and acquisition of a facility, the financing of such construction and acquisition and the placing of a facility in operation.

(7) COUNTY. Any county in the state.

(8) DETERMINING COUNTY. With respect to an authority, any county the governing body of which shall have made findings and determinations of fact pertaining to the organization of such authority in accordance with the provisions of Section 11-89A-3.

(9) DETERMINING MUNICIPALITY. With respect to an authority, any municipality the governing body of which shall have made findings and determinations of fact pertaining to the organization of such authority in accordance with the provisions of Section 11-89A-3.

(10) DETERMINING SUBDIVISION. With respect to an authority, any determining county or determining municipality.

(11) FACILITY. All or any part of either or both of (i) a solid waste disposal facility, and (ii) a resource recovery facility, including all land, rights-of-way, property rights, franchise rights, machinery, equipment, vehicles, furniture, fixtures and all other property, rights, easements and interests necessary or desirable in connection therewith.

(12) GOVERNING BODY. With respect to a municipality, its city or town council, board of commissioners, or other like governing body exercising the legislative functions of a municipality and, with respect to a county, its county commission or other like governing body exercising the legislative functions of a county.

(13) INCORPORATORS. The persons forming a public corporation pursuant to the provisions of this chapter.

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

(15) PERSON. The state, a municipality, a county or any political subdivision or agency of the state or county or a municipality, a public corporation, or any private corporation, individual, partnership, trust or foundation.

(16) RESOURCE RECOVERY FACILITY. Such term shall include any land, building, plant, system, facility, equipment or other property, or any combination of either thereof, used or useful or capable of future use in connection with the extracting, converting to energy, or otherwise separating and preparing solid waste for reuse.

(17) RECOVERED RESOURCE. Material or energy in any form whatsoever, including but not limited to steam, gas or electricity, which are or may be collected or recovered from or with respect to solid waste.

(18) REVENUES. All rentals, receipts, income and other charges derived or received or to be derived or received by the authority from any of the following: the operation by the authority of a facility or facilities, or part of either thereof; the sale, including installment sales or conditional sales, lease, sublease or use or other disposition of any facility or portion thereof; the sale, lease or other disposition of recovered resources; contracts, agreements or franchises with respect to a facility (or portion thereof), with respect to recovered resources, or with respect to a facility (or portion thereof) and recovered resources, including but not limited to charges with respect to the disposal of solid waste received with respect to a facility, income received as a result of the sale or other disposition of recovered resources; any gift or grant received with respect thereto; proceeds of bonds to the extent of use thereof for payment of principal of, premium, if any, or interest on the bonds as authorized by the authority; proceeds from any insurance, condemnation or guaranty pertaining to a facility or property mortgaged to secure bonds or pertaining to the financing of a facility; income and profit from the investment of the proceeds of bonds or of any revenues and the proceeds of any special tax to which it may be entitled.

(19) SOLID WASTE. Any garbage, refuse or sludge from a waste treatment plant, water supply treatment plant or air pollution control facility and other discarded materials, including solid, liquid, semi-solid or contained gaseous material resulting from industrial, commercial, mining and agricultural operations, and from community activities.

(20) SOLID WASTE DISPOSAL FACILITY. Such term shall include any land, building, plant, system, facility, trucks and other motor vehicles, equipment or other property, whether real, personal or mixed, or any combination of either thereof, used or useful or capable of future use in connection with the collection, storage, treatment, utilization, recycling, processing, transporting or disposal of solid waste, including transfer stations, incinerators, sanitary landfill facilities or other facilities necessary or desirable in connection therewith.

(21) SPECIAL TAX. Any tax which may be levied for the benefit of an authority or any facility owned or operated by it or the proceeds of which may have been appropriated, allocated or apportioned to such authority, or to or for the benefit of any such facility, by the Legislature or by the governing body of a county or municipality.

(22) STATE. The State of Alabama.

The 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 whosoever 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.

At any time when an authority has no bonds or other obligations outstanding, its board may adopt a resolution, which shall be duly entered upon its minutes, declaring that the authority shall be dissolved. Upon filing for record of a certified copy of the said resolution in the office of the judge of probate with which the authority's certificate of incorporation is filed, the authority shall thereupon stand dissolved and in the event it owned any property at the time of its dissolution, the title to all its properties shall, subject to any constitutional prohibition or inhibitions to the contrary, thereupon vest in one or more counties or municipalities in such manner and interests as may be provided in the said certificate of incorporation; provided, however, that if said certificate of incorporation contains no provision respecting the vesting of title to the properties of the authority, title to all such properties shall, subject to any constitutional provisions or inhibitions to the contrary, thereupon vest in its determining subdivision, or if such authority shall have more than one determining subdivision, in its determining subdivisions as tenants in common.

The existence of an authority incorporated under the provisions of this chapter shall not prevent the subsequent incorporation under this chapter of another authority pursuant to authority granted by the same determining subdivision.

Upon the adoption by the board of any authority of any resolution providing for the issuance of bonds, such authority may, in the discretion of its board, cause a notice respecting the issuance of such bonds 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, 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 the instruments securing the same, or the proceedings authorizing the same, must be commenced on or before … (here insert date determined in accordance with the provisions of the next paragraph of this section)."

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 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 referred to in such notice or to contest the validity of any such bonds, 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 the instruments securing the same, or the proceedings authorizing the same, nor shall the validity of such bonds 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.

The provisions of this chapter are cumulative and shall not be deemed to repeal existing laws, except to the extent such laws are clearly inconsistent with provisions of this chapter.

This chapter being remedial in nature, the provisions of this chapter shall be liberally construed to effect its purpose.

A public corporation may be organized pursuant to the provisions of this chapter in any county or municipality. In order to incorporate such a public corporation, any number of natural persons, not less than three, who are duly qualified electors of a proposed determining subdivision shall first file a written application with the governing body of any county or municipality, or any two or more thereof, which application shall:

(1) Recite the name of each county and municipality with the governing body of which such application is filed;

(2) Contain a statement that the applicants propose to incorporate an authority pursuant to the provisions of this chapter;

(3) State the proposed location of the principal office of the authority;

(4) State that each of the applicants is a duly qualified elector of the determining subdivision (or, if there is more than one, at least one thereof); and

(5) Request that the governing body of such determining subdivision adopt a resolution declaring that it is wise, expedient, and necessary that the proposed authority be formed, approving its certificate of incorporation and authorizing the applicants to proceed to form the proposed authority by the filing for record of a certificate of incorporation in accordance with the provisions of Section 11-89A-4. Every such application shall be accompanied by the form of certificate of incorporation of the proposed authority and by such other supporting documents or evidence as the applicants may consider appropriate.

As promptly as may be practicable after the filing of the application with it in accordance with the provisions of this section, the governing body of the determining subdivision with which the application was filed shall review the contents of the application, and the accompanying form of certificate of incorporation and shall adopt a resolution either denying the application or declaring that it is wise, expedient, and necessary and that the proposed authority be formed, approving the form of its certificate of incorporation and authorizing the applicants to proceed to form the proposed authority by the filing for record of such a certificate of incorporation in accordance with the provisions of Section 11-89A-4. While it shall not be necessary that any such resolution be published in a newspaper or posted, each governing body with which the application is filed shall also cause a copy of the application to be spread upon or otherwise made a part of the minutes of the meeting of such governing body at which final action upon said application is taken.

(a) Within 40 days following the adoption of an authorizing resolution (or, if there is more than one, the last adopted thereof), the applicants shall proceed to incorporate an authority by filing for record in the office of the judge of probate of the county in which the principal office of the authority is to be located a certificate of incorporation which shall comply in form and substance with the requirements of this section and which shall be in the form and executed in the manner provided in this chapter and shall also be in the form theretofore approved by the governing body of each determining subdivision.

(b) The certificate of incorporation of the authority shall state:

(1) The names of the persons forming the authority, and that each of them is a duly qualified elector of the determining subdivision (or, if there is more than one, at least one thereof);

(2) The name of the authority (which may be a name indicating in a general way the area proposed to be served by the authority and shall include the words "_____ Solid Waste Disposal Authority," or "The Solid Waste Disposal Authority of _____," the blank spaces to be filled in with the name of one or more of the determining subdivisions or other geographically descriptive word or words, such descriptive word or words not, however, to preclude the authority from locating facilities or otherwise exercising its powers in other geographical areas), unless the Secretary of State shall determine that such name is identical to the name of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty, in which case the incorporators may insert additional identifying words so as to eliminate said duplication or similarity;

(3) The period for the duration of the authority (if the duration is to be perpetual, subject to the provisions of Section 11-89A-21, that fact shall be stated);

(4) The name of each determining subdivision together with the date on which the governing body thereof adopted an authorizing resolution;

(5) The location of the principal office of the authority, which shall be within the boundaries of the determining subdivision (or, if more than one, at least one thereof);

(6) That the authority is organized pursuant to the provisions of this chapter;

(7) If the exercise by the authority of any of its powers hereunder is to be in any way prohibited, limited or conditioned, a statement of the terms of such prohibition, limitation or condition;

(8) The number of members of the board of directors of the authority, which shall be an odd number not less than three, the duration of their respective terms of office (which shall not be in excess of six years) and (subject to the provisions of Section 11-89A-6) the manner of their election or appointment;

(9) Any provisions, not inconsistent with Section 11-89A-21, relating to the vesting of title to its properties upon its dissolution; and

(10) Any other related 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.

(c) The certificate of incorporation shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgements to deeds. When the certificate of incorporation is filed for record, there shall be attached to it (i) a copy of the application as filed with the governing body of each determining subdivision in accordance with the provisions of Section 11-89A-3, (ii) a certified copy of the authorizing resolution adopted by the governing body of each determining subdivision, and (iii) 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.

(d) Upon the filing for record of the said certificate of incorporation and the documents required by the preceding sentence to be attached thereto, the authority shall come into existence and shall constitute a public corporation under the name set forth in 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.

The certificate of incorporation of any authority incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include any matters which might have been included in the original certificate of incorporation.

After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chairman of the board and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of each determining subdivision, requesting such governing body to adopt a resolution approving the proposed amendment, and 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 said chairman may consider appropriate. As promptly as may be practicable after the filing of the said application with the governing body of a determining subdivision pursuant to the foregoing provisions of this section, that governing body shall review the said application and shall adopt a resolution either denying the said application or authorizing the proposed amendment. While it shall not be necessary that any such resolution be published in a newspaper or posted, the governing body of each determining subdivision with which such application is filed shall also cause a copy of the said application and all accompanying documents to be spread upon or otherwise made a part of the minutes of the meeting of said governing body at which final action upon the said application is taken. The certificate of incorporation of an authority may be amended only after the filing of such an application therefor and the adoption by the governing body of each determining subdivision of an approving resolution.

Within 40 days following the adoption by the governing body of the determining subdivision of a resolution approving the proposed amendment (or, if there is more than one, the last adopted of such approving resolutions) the chairman of the board of the authority and the secretary of the authority shall sign, and file for record in the office of the judge of probate with which the certificate of incorporation of the authority was originally 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 governing body of each determining subdivision and setting forth the said proposed amendment. The judge of probate for such county shall thereupon record said certificate in an appropriate book in his office. When such certificate has been so filed and recorded, such amendment shall become effective, and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment. No certificate of incorporation of an authority shall be amended except in the manner provided in this section.

(a) Each authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, as most recently amended; provided, however, that in the case of any authority in existence and incorporated prior to May 11, 1989, the board shall consist of three directors who shall be elected by the governing body of the determining subdivision for staggered terms in accordance with the provisions of law as it existed immediately prior to the aforesaid effective date unless such authority shall otherwise amend its certificate of incorporation pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised, and the authority shall be governed, by the board or pursuant to its authorization. Subject to the provisions of the first sentence of this subsection (a) and to the provisions of subdivision (8) of subsection (b) of Section 11-89A-4, the board shall consist of directors having such qualifications, being elected or appointed by such person or persons (including, without limitation, the board itself, the governing body or bodies of one or more determining subdivisions or other counties and municipalities, and other entities or organizations) and in such manner, and serving for such terms of office, all as shall be specified in the certificate of incorporation of the authority; provided, however, that no fewer than a majority of the directors shall be elected by the governing body or bodies of one or more of the determining subdivisions and the certificate of incorporation of each authority must contain provisions having this effect. Unless provided to the contrary in the certificate of incorporation of an authority, any officer of any determining subdivision shall be eligible for appointment and may serve as a member of the board for the term for which he is appointed or during his tenure as an officer of such determining subdivision, whichever expires first.

(b) If, at the expiration of any term of office of any director, a successor thereto shall not have been elected or appointed, then the director whose term of office shall have expired shall continue to hold office until his successor shall be so elected or appointed. If at any time there should be a vacancy on the board, whether by death, resignation, incapacity, disqualification or otherwise, a successor director to serve for the unexpired term applicable to such vacancy shall be elected or appointed by the person or persons who elected or appointed the predecessor director. Each election or appointment of a director, whether for a full 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. Any director, irrespective of by whom elected or appointed, shall be eligible for reelection or reappointment.

(c) Each director shall serve as such without compensation but shall be reimbursed for expenses actually incurred by him in and about the performance of his duties. A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board may be adjourned from time to time by a majority of the directors present or may be so adjourned by a single director if such director is the only director present at such meeting. No vacancy in the membership of the board shall 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, may hold other meetings at any time and from time to time upon such notice as may be required by the bylaws of the authority, and must upon call of the chairman of the authority or a majority of the total number of directors, hold a special meeting, none of which meetings shall be subject to the provisions of Section 13A-14-2 or other similar law. Whenever any notice is required by the bylaws of the authority to be given of any meeting of the board, a waiver thereof in writing, signed (whether before or after such meeting) by the person or persons entitled to such notice, shall be the equivalent to the giving of such notice. Any matter on which the board is authorized to act may be acted upon at any regular, special or called meeting. At the request of any director, the vote on any question before the board shall be taken by yeas and nays and entered upon the record. All resolutions adopted by the board shall be reduced to writing and signed by the secretary of the authority and shall be recorded in a well-bound book. 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 prima facie evidence of the matters and things therein certified.

(d) Any director may be impeached and removed from office 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 said Section 175.

The officers of an authority shall consist of a chairman, a vice-chairman, a secretary, a 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 11-89A-21 specified in its certificate of incorporation);

(2) To sue and be sued in its own name in civil suits and actions and to defend suit 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, to construct and to expand, improve, operate, 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 person to which such facility may subsequently be sold or leased by such authority;

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

(7) To lease to any person or persons all or any part of any facility or facilities that are or are to 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, convey or dispose of and to sell, convey or dispose of all or any part of any recovered resource facility, and to contract to sell, convey or dispose of all or any part of any recovered resources (including but not limited to the granting of options to purchase any recovered resources to any person), all for such consideration and upon such terms and conditions as its board may deem advisable;

(9) To enter into a contract or contracts with any person or persons granting to such person or persons the exclusive right to purchase or acquire from the authority any recovered resources or rights to recovered resources for such period as its board may deem advisable;

(10) To pledge for payment of any bonds issued or assumed by the authority any revenues (including proceeds of any special tax to which it may be entitled) from which such bonds are payable as provided in this chapter, and to mortgage or pledge any or all of its facilities and revenues or any part or parts thereof, whether then owned or received or thereafter acquired or received;

(11) To assume obligations secured by a lien on or secured by and payable out of or secured by a pledge of any facility or facilities or part thereof or the revenues derived from any facility or facilities that may be acquired by the authority;

(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 under this chapter;

(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 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 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 compensations;

(16) To enter into a management contract or contracts with any municipality, any county, or any person or persons for the management, supervision or operation of all or any part of its facilities as may in the judgment of such authority be necessary or desirable in order to perform more efficiently or economically any function 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 invest its moneys (including, without limitation, the moneys held in any special fund created pursuant to any trust indenture or agreement or resolution securing any of its bonds and proceeds from the sale of any bonds or notes) not required for immediate use in:

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

b. Any debt securities, the payment of the principal of and interest on which is unconditionally guaranteed by the United States of America;

c. Any time deposit with, or any certificate of deposit issued by, any bank which is organized under the laws of the United States of America or any state thereof and deposits in which 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 such corporation; and

d. 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;

(19) 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 issued by such authority, and to pay premiums or fees for any such insurance or guarantees; and

(20) 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) Any facility or facilities of an authority organized pursuant to determination by a determining municipality may be located within or without or partially within and partially without the determining municipality, subject to the following conditions:

(1) No such facility or part thereof shall be located more than 30 miles from the corporate limits of the determining municipality;

(2) No such facility or part thereof shall be located within the corporate limits of a municipality other than the determining municipality in this state;

(3) No such facility or part thereof shall be located within the police jurisdiction of another municipality in this state unless the governing body of such municipality has first adopted a resolution consenting to the location of such facility or part thereof in the police jurisdiction of such municipality; and

(4) No such facility or part thereof shall be located in a county other than that (or those) in which the determining municipality (or part thereof) is situated unless the governing body of such other county has first adopted a resolution consenting to the location of such facility or part thereof in such county.

(c) Any facility or facilities of an authority organized pursuant to determination by a determining county may be located within or without or partially within and partially without the determining county, subject to the following conditions:

(1) No part of a facility shall be located more than three miles outside the boundaries of the determining county;

(2) In no event shall any facility or part thereof be located within the corporate limits of a municipality unless the governing body of such municipality has first adopted a resolution consenting to the location of such facility or part thereof in such municipality; and

(3) No such project or part thereof shall be located in a county other than the determining county unless the governing body of such other county has first adopted a resolution consenting to the location of a part of such facility in such other county.

(d) Any facility or facilities of an authority jointly organized pursuant to determinations by two or more determining subdivisions may be located within or without or partially within and partially without the respective determining subdivisions, subject to the following conditions:

(1) No such facility or part thereof shall be located in a county other than (i) that (or those) in which any determining municipality (or part thereof) is situated or (ii) a county that is also a determining subdivision unless the governing body of such other county has first adopted a resolution consenting to the location of such facility or part thereof in such county; and

(2) No such facility or part thereof shall be located within the corporate limits of a municipality other than a determining municipality unless the governing body of such municipality has first adopted a resolution consenting to the location of such facility or part thereof in such municipality.

(e) Nothing herein contained shall be construed as granting to an authority the power to levy any taxes.

(a) Any authority shall have the power to issue, sell and deliver at any time and from time to time its bonds in such principal amount or amounts as its board shall determine to be necessary to provide funds:

(1) To finance the costs of a facility or facilities;

(2) To refund bonds theretofore issued or assumed by the authority;

(3) To provide funds to enable it to achieve any of its other corporate purposes; or

(4) To accomplish any one or more of the objectives referred to in subdivisions (1) through (4).

(b) Any such bonds may be executed and delivered by the authority at any time and from time to time, may be in such form and denominations and of such tenor and maturities, may be in registered or bearer form either as to principal or interest or both, may be payable in such installments and at such time or times, not exceeding 45 years from the date thereof, may be payable at such place or places whether within or without the State of Alabama, may bear interest at such rate or rates payable at such time or times and at such place or places and evidenced in such manner, and may contain such provisions not inconsistent with this chapter as shall be provided in the proceedings of the board whereunder such bonds shall be authorized to be issued. If such action shall be deemed advisable by the board, there may be retained in the proceedings under which any of such bonds are authorized to be issued an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be briefly recited in the face of such bonds, but nothing contained in this section shall be construed to confer on the authority any right or option to redeem any such bonds except as may be provided in the proceedings under which they shall be issued.

(c) All bonds issued by the authority shall be signed by the chairman of its board or other chief executive officer and attested by its secretary and the seal of the authority shall be affixed thereto, and any interest coupons applicable to the bonds of the authority shall be signed by the chairman of its board or other chief executive officer; provided, that a facsimile of the signature of one, but not both of said officers, may be printed or otherwise reproduced on any such bonds in lieu of a manual signature thereon, a facsimile of the seal of the authority may be printed or otherwise reproduced on any such bonds in lieu of being manually affixed thereto, and a facsimile of the signature of the chairman of its board or other chief executive officer may be printed or otherwise reproduced on any such interest coupons in lieu of a manual signature thereon.

(d) Prior to the preparation of definitive bonds, the authority may issue interim receipts or temporary bonds, with or without coupons, exchangeable for definitive bonds when such bonds shall have been executed and are available for delivery. The authority may also provide for the replacement of any bonds which shall become mutilated or shall be destroyed or lost.

(e) All obligations created or assumed and all bonds issued or assumed by the authority shall be solely and exclusively an obligation of the authority and shall not create an obligation or debt of the state, any determining subdivision, any county or municipality; provided, that the provisions of this subsection shall not be construed to release the original obligor from liability on any bond or other obligation assumed by the authority.