When used in this chapter, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise:

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

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

(3) AUTHORIZED OPERATIONAL AREA. The county or counties in which the authority has been or is proposed to be authorized to operate, as designated in its articles of incorporation in accordance with the provisions of this chapter. If an authority does not designate an authorized operational area, then such authority's authorized operational area shall be deemed for all purposes to be solely the county of incorporation of the authority.

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

(5) BOND OR BONDS. A bond or bonds issued under the provisions of this chapter.

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

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

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

(9) 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.

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

(11) 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 use by the following or by any combination of two or more thereof:

a. Any industry for the manufacturing, processing, cultivating, or assembling of any agricultural or manufactured products;

b. Any commercial enterprise involved in storing, warehousing, distributing, or selling products of agriculture, mining, or industry (but not including facilities designed for the sale or distribution to the public of electricity, gas, water, or telephone or other services commonly classified as public utilities);

c. Any facility classified as "industrial" within the Standard Industrial Classification (SIC) codes now or hereafter in effect;

d. Any enterprise for the purpose of research in connection with:

1. Any of the foregoing;

2. The development of new products or new processes;

3. The improvement of existing products or known processes;

4. The development of facilities for the exploration of outer space or promotion of the national defense;

e. Office facilities for any of the foregoing, regardless of whether such facilities are adjacent to or on a site contiguous to land used for any of the foregoing purposes, including national, regional, or divisional offices for the management or supervision of any of the operations described in this subparagraph; or

f. Facilities of any type for or useful in the control, reduction, abatement or prevention of air, noise, water, or general environmental pollution, including, but not limited to, any air pollution control facility, noise abatement or reduction facility, water management facility, water purification facility, waste water collection system, waste water treatment works or solid waste disposal facility.

The determination of an authority that a proposed use is within this definition shall be conclusive.

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

(13) STATE. The State of Alabama.

(a) Except as provided in Section 11-92A-5, 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 duly 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 the directors, the governing body or person authorized to appoint such directors to the board of directors may clarify such term by adoption of an appropriate resolution or by execution of an appropriate certificate, and such term of office shall be as so clarified.

(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 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 of directors 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 or, if the bylaws make no provision for such notice, then as determined in the discretion of the chairman of the board of directors, and must, upon call of the chairman of the authority or a majority of the total number of directors, hold a special meeting. 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 any director, the vote on any question before the board of directors shall 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) Any 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 said Section 175.

(a) The articles of any authority may at any time and from time to time be amended in the manner provided in this section. The board of directors shall first adopt a resolution proposing an amendment to the articles, which amendment shall be set forth in full in the said resolution and which may include any matters that might have been included in the original articles. Such amendment may be made for the sole purpose of altering, in accordance with the provisions of this chapter, the authorized operational area of the authority.

(b) After the adoption by the board of directors of a resolution proposing an amendment to the articles, the chairman and the secretary of the authority shall sign and file with the governing body of each county within the existing authorized operational area of the authority, and with the governing body of each county proposed to be added to the authorized operational area of the authority, if any, a written application in the name and on behalf of the authority, under its seal, requesting that such governing body or bodies 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. As promptly as may be practicable after the filing of the application, the governing bodies shall review the application and shall adopt a resolution either denying the application or approving and authorizing the proposed amendment. Such resolution need not be published or posted and need not be offered for more than one reading.

(c) Following the adoption of a resolution approving the proposed amendment by the governing body of each county with which such application was filed pursuant to this section, the chairman and the secretary of the authority shall sign and file for record 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 setting forth the proposed amendment. The probate judge shall thereupon record such certificate in an appropriate book in his office. When such certificate has been so filed and recorded, such amendment shall become effective, and the articles shall thereupon be amended to the extent provided in such amendment.

(d) The failure of any one governing body of a county receiving an application filed pursuant to this section to approve an application made pursuant to this section shall invalidate such application.

An authority shall have the following powers, which it may exercise in any county within such authority's authorized operational area:

(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 trial court other than the courts of a county within the authorized operational area of the authority; provided, further, that the officers, directors, agents, and employees of an authority may not be sued for their actions in behalf of the authority except for actions that are known by such person to be unlawful or are performed with reckless disregard for the lawfulness of such 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 or grants of money that may be appropriated by or to the authority;

(6) To pledge the proceeds of such receipts, revenues, or grants of money 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 industries;

(8) To make surveys and other analyses to determine the availability of labor and to classify such labor in terms of skills and educational levels;

(9) To assist other public or private persons in the survey and analyses of their industrial resources and needs;

(10) To make grants of money to other public or private 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;

(11) To accept gifts, grants, bequests, or devises;

(12) To accept pledges of revenues or grants of money from public persons and to enter into binding agreements with those entities, with or without consideration;

(13) To enter into deeds, mortgages, leases, loan agreements, or other agreements with any person;

(14) To require and/or accept lease payments, loan repayments, or other compensation to or for the authority or other public persons in lieu of sales, use, mortgage, lease, ad valorem, and/or other taxes;

(15) To accept donations of money or real or personal or mixed property from any person;

(16) To invest in bank deposits, U.S. Treasury bills, projects, instruments, real, personal, or mixed property, and such other investments as the board of directors may from time to time determine to be appropriate and convenient to accomplish any purpose for which an authority is organized, including works of internal improvement, interests in private or corporate enterprises, loans of money or credit to individuals, associations, or corporations, or the lending of the authority's credit, granting of public money or things of value in aid of or to any individual, association, or corporation whatsoever, or becoming a stockholder in any such corporation, association, or company by issuing bonds or otherwise even though such might be in violation of Section 93 or Section 94 of the Constitution of Alabama of 1901 if done by the state, a county, city, town, or other subdivision of the state, notwithstanding the fact that any such investment or action may involve the expenditure or appropriation of funds received from a public person. In particular, but not by way of limitation, an authority may invest its funds (from whatever source) in the stock, bonds, debentures, notes, or other securities issued by any person locating a project in the authority's authorized operational area, may enter into contracts or options (including contracts or options for the conveyance, sale or lease of property) to any such person at less than arms' length and at bargain rates, purchase prices, rents, or the like, or for nominal consideration, and make direct grants of money, property, or services (from whatever source) to any such person for the purpose of inducing any such person to locate a project in the authority's authorized operational area;

(17) To appoint and employ such attorneys, agents, 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, providers of other forms of credit enhancement for its securities, and the like as an authority may require or deem appropriate for the carrying out of its corporate purposes and the exercise of its powers;

(18) To acquire real property for the purpose of establishing one or more than one industrial parks or industrial sites; to improve industrial parks or industrial sites, whether owned by the authority or by any other person, including the improvement of such parks or sites by the construction of roads, curbing, gutters, drainage, sewerage, utilities, railroad spurs, docks, harbors, ports, grading, and the like; to construct, for its own account or the account of others, improvements thereon, including any project, for the purpose of conveying, leasing or selling the same to any person, including the power to convey, lease or sell the same for its own account at a profit or loss, or to construct the same to constitute an inducement for any person to locate and operate a project in such industrial park or at such industrial site, even though such person may not have been identified at the time such improvement may be constructed;

(19) To exercise all powers granted hereunder in such manner as it may determine to be consistent with the purposes of this chapter, notwithstanding that as a consequence of the exercise of such powers it engages in activities that may be deemed "anticompetitive" within the contemplation of the antitrust laws of the state or of the United States; and

(20) To enter into such contracts, agreements, options, leases, loan agreements, deeds, and other instruments, and to take such 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 hereunder.

An authority is hereby authorized from time to time to sell and issue its bonds for the purposes authorized in Section 11-92A-12.

(a) Bonds of an authority shall be signed by its chairman and attested by its secretary, the seal of the authority shall be affixed thereto, and any interest coupons applicable to said bonds shall be signed by the chairman; provided that a facsimile of the signature of said officers may be printed or otherwise reproduced on any such bonds in lieu of being manually subscribed thereon, a facsimile of the seal of the authority may be printed or otherwise produced on any such bonds in lieu of being manually affixed thereto, and a facsimile of the chairman's signature may be printed or otherwise reproduced on any such interest coupons in lieu of being manually subscribed thereon, provided that the bonds have been manually authenticated by a transfer agent of the bond issue. Delivery of the bonds so 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 at any time and from time to time and shall be in such form and denominations and of such tenor and maturities, shall bear such rate or rates of interest, shall be payable at such times and evidenced in such manner, and may contain such other provisions not inconsistent with this chapter as may be provided by the resolution or resolutions of the board of directors under which such bonds are authorized to be issued; provided, however, that no bond shall have a specified maturity date later than 30 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 such notice and on such conditions and at such redemption price or prices as may be provided in the resolution or resolutions under which it is authorized to be issued. Such bonds may bear interest at a fixed rate, at a rate that adjusts in accordance with some 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 from time to time adjusted to a rate sufficient, in the opinion of any remarketing agent appointed by the authority, to cause the bonds to have a fair market value or funding value not less than the principal amount of such bonds or such other amount as may be specified in the proceedings authorizing the issuance of such bonds. In particular, it is intended that the authority shall be authorized to issue "tender" bonds or similar bonds and to enter into appropriate remarketing agreements with respect to any of its bonds and the determination of the rate of interest borne by such bonds.

(c) Upon the adoption by the board of directors of any resolution providing for the issuance of bonds, an authority may, in its discretion, cause to be published once a week for two consecutive weeks, in a newspaper or newspapers of general circulation published in each county within its authorized operational area 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 chairman 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 said authority for purposes authorized in the act of the Legislature of Alabama under which the said authority was organized. Any action or proceeding questioning the validity of the said bonds, any pledge or mortgage to secure the same, any lease or sale of any project to be financed by said bonds, or the proceedings authorizing the same must 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 said notice or to contest the validity of such bonds or the validity of any pledge or mortgage made therefor or any lease or sale of any project to be financed by said bonds must be commenced within 20 days after the first publication of such notice. After the expiration of the said period, no cause of action, counterclaim, setoff, or defense questioning or attacking the validity of the said proceeding or of the said bonds or the said pledge or mortgage or the lease or sale of the project to be financed by said bonds shall be asserted, nor shall the validity of the said proceedings or of the said bonds or the said pledge or mortgage or the lease or sale of the project to be financed by said bonds be open to question in any court on any ground whatsoever except in an action or proceeding commenced within such period.

(d) Subject to the provisions and limitations contained in this chapter, an authority may from time to time sell and issue refunding bonds for the purpose of refunding any bonds then outstanding. Such refunding bonds may be subrogated and entitled to all priorities, rights, and pledges to which the bonds refunded thereby 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 its board of directors may deem necessary and advantageous in connection with the issuance of such 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 any trust company or bank having trust powers, whether such trust company or bank is located within or without the state. In any such 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 right then exists or may thereafter come into existence, including, but not limited to, revenues or other money or property pledged to it by any public or private person, and may assign, as security for such payment, any of its leases, loan agreements, franchises, permits, and contracts. In any such indenture, an authority may mortgage any of its 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, such mortgage may be foreclosed either by sale at public outcry or by judicial proceedings. Any such pledge of revenues shall be valid and binding from the time it is made, and the revenues so pledged and thereafter received by the authority shall immediately become subject to the lien of such pledge without any physical delivery thereof or further act. The lien of such 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 as in effect from time to time. In any indenture or resolution authorizing the issuance of bonds and pledging for the benefit thereof revenues from any one or more of its projects, the authority shall have the power to 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, loan payment, 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 terms to be included in any loan agreement, 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 its board of directors shall deem advisable and as shall not be in conflict with the provisions of this section.

(b) If there occurs any default by an authority 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, any holder of any of the bonds or any of the coupons, or the trustee under any indenture if so authorized in such indenture, may, in addition to any other remedies herein provided or otherwise available, by suit, action, mandamus, or other proceedings, enforce payment of such principal or interest and compel performance of all duties of the authority, and shall be entitled as a matter of right and regardless of the sufficiency of any such security to the appointment of a receiver possessing all the powers of such receiver necessary or appropriate for the operation and maintenance of the property of the authority covered by such indenture or resolution, and the collection, segregation, and application of revenues therefrom. The indenture or any resolution may also 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 so provided in the proceedings authorizing their issuance, interest on said 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 the project. 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 may be provided in subsection (c).

(c) Any public person may pledge its full faith and credit to the extent permitted by the Constitution of Alabama of 1901 or any assets or revenues at its disposal toward the retirement of any bonds or other evidences of indebtedness issued by an authority under the provisions of 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 the 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 shall 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 and loan agreements made pursuant to the provisions of this chapter and all revenues derived from any such leases or loan agreements, 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. Further, the gross proceeds of the sale of any property used in the construction and equipment of any project for an authority, regardless of whether such sale is to such 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 any public person; and any property used in the construction and equipment of any project for an authority, regardless of whether such 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 any such property by any public person.

The provisions of Articles 2 and 3 of Chapter 16 of Title 41 or other similar laws shall not apply to an authority, its directors, or any of its officers, agents, or employees in their capacities as such.

(a) The Legislature hereby makes the following findings of fact and declares its intent to be as follows: In recent years changes have taken place in the economy of the state that have had a far-reaching effect on the welfare of its citizens. The agrarian economy that once prevailed in the state and provided the principal means of livelihood for most of its citizens has proven inadequate to provide employment for the state's growing population. The advent of mechanized and scientific farming methods has reduced greatly the number of persons required to obtain increased yields of agricultural products from land under cultivation. There has been a correspondingly greater dependency upon industrial development as the bulwark of the economy of the state. It is therefore appropriate and necessary that measures be taken to secure to the citizens of the state the benefits of a strengthening economy resulting from increased industrial development. Among these benefits are diversification of available job opportunities, higher salaries, better working conditions, lower consumer prices for industrial products, conservation and efficient use of natural resources, and maximum utilization of technical skills possessed by the citizens of the state. The police power of the state casts upon the Legislature the peculiar function of ascertaining and determining when the welfare of the people needs its exercise. The public interest lies in the promotion of industry, and the welfare of the people is so inextricably intertwined with industry and industrial development as to make its well-being a matter of governmental concern. The solicitation of industries and other concerns producing additional jobs and strengthening the economy of the state has become increasingly competitive, with the state being required to compete not only with other states, but with nations other than the United States of America. Therefore, it is imperative that public corporations be incorporated or reincorporated with authorities and powers sufficient, to the greatest extent possible, to permit the inducement of such enterprises to locate, expand, improve their operations, or remain in the state. It is the further intention of the Legislature that the public corporations authorized by this chapter shall have discretion as to the manner of expending funds at their disposal for the purpose of promoting industrial development, subject to the limitations detailed in this chapter.

(b) Questions have been raised as to the status of certain local industrial development authorities and boards located in the state. It is the intention of the Legislature by the passage of this chapter to exercise its police power to authorize the formation or retroactive validation of independent public corporations having as their general purposes the promotion of industrial development and having the power to issue bonds.

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

The recovery of damages under any judgment or judgments against an authority shall be limited to $100,000 for bodily injury or death for one person in any single occurrence. Recovery of damages under any judgment or judgments against art authority shall be limited to $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 or judgments against an authority shall be limited to $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.

Any public person is hereby authorized to transfer and convey to an authority, with or without consideration, (a) any properties, real, personal, or mixed, and all funds and assets, tangible or intangible, that may be owned by such public person or that may be jointly owned by any two or more thereof, and (b) any funds owned or controlled by any public person or jointly by any two or more thereof; whether or not such property or funds are considered necessary for the conduct of the governmental or public functions (if any) of such public person. Such transfer or conveyance shall be authorized by an ordinance or resolution duly adopted by the governing body of such 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, an authority may be dissolved by the adoption by its board of directors of a resolution recommending its dissolution and the approval of such dissolution and the proposed articles of dissolution by the governing body of each county within an authority's authorized operational area by the adoption of a resolution to the effect that the governing body of such county concurs with the proposed dissolution of the authority. All counties within the authorized operational area of an authority must approve the articles of dissolution of an authority, or such articles of dissolution shall be invalid. Such resolution need not be published or posted and need not be offered for more than one reading. Upon receiving necessary approval under this section, the chairman and secretary of the dissolved authority shall execute articles of dissolution reciting that such resolutions have been adopted and that such authority has been dissolved. Such articles of dissolution shall be filed with the probate judge, who shall record them in an appropriate book.

(b) Upon dissolution of an authority, title to all its property shall be vested in such persons as shall be specified or in its articles of incorporation, or if no such specification exists, in its articles of dissolution, or if no such specification exists, in each county within the authority's authorized operational area at the time of dissolution to have and hold equally as tenants in common.

(a) In addition to all other powers at any time conferred upon an authority by law, an authority may, in connection with the issuance of any bonds hereunder, create and establish one or more special debt service reserve funds (a "debt service reserve fund"), and may pay or cause to be paid into each debt service reserve fund (i) proceeds from bonds issued pursuant hereto to the extent provided by the authority authorizing the issuance thereof; (ii) any moneys appropriated and made available by the Legislature for the purpose of such fund; and (iii) any other moneys that may be made available to the authority from any other source for the purpose of such fund. All moneys held in a debt service reserve fund shall be used solely for the payment of the principal of, premium, if any, and interest on bonds secured, in whole or in part, by that fund when and as the same become due and payable as provided in the proceedings pursuant to which such bonds are issued.

(b) Any authority may, prior to the issuance of any bonds hereunder to be secured by a debt service reserve fund, apply in writing to the Legislature, or the Governor and Director of Finance, for designation of such fund as a "special benefit project fund" for purposes of this section, and in connection therewith may provide such information as such authority shall deem appropriate to demonstrate the expected economic benefit to accrue to the state as a result of the project to be financed by the bonds secured by such fund. The Legislature, or the Governor and the Director of Finance, as the case may be, shall, as soon as practicable after such application shall have been made, determine and inform such authority in writing whether any such fund shall be so designated hereunder. The determination of the Legislature, or the Governor and the Director of Finance, as the case may be, in such matters shall be made in the sole discretion thereof, shall be conclusive and final, and shall not be subject to review or appeal. The Legislature does hereby, upon due consideration of such economic and other factors as the Legislature considers appropriate, designate as a special benefit project fund for all purposes hereof any debt service reserve fund created hereunder by the East Central Alabama Industrial Development Authority in connection with the issuance of bonds hereunder to finance improvements to and services for certain real estate in Talladega County, Alabama, upon which American Honda Motor Co., Inc., or any affiliate, successor or assign thereof, will construct and operate an automobile assembly plant.

(c) At any time the chairman of any authority which has a special benefit project fund may deliver to the Governor and Director of Finance a certificate (i) stating the difference, if any, between the minimum reserve requirement, as hereinafter defined, for such fund and the balance on deposit in such fund, and the dates on which, and the amounts in which, payments are required from such fund during the period ending on the first anniversary of the date of such certificate, and (ii) requesting the Legislature to appropriate and pay to or for such authority such amounts by such dates as shall provide the minimum reserve requirement in such fund and enable such authority to pay therefrom the amounts on the dates required therefor during said period. As soon as possible thereafter, the Governor and Director of Finance shall submit each such certificate to the Legislature prior to or during each legislative session, regular or special. The Legislature may, in its sole discretion, appropriate and pay for the benefit of any authority amounts sufficient to provide the minimum reserve requirement in any such special benefit project fund for such authority by such dates as shall be stated in the certificate of such authority. The Legislature may, in its sole discretion, appropriate funds for any special benefit project fund of any authority without appropriating any funds for any other such special benefit project fund of the same or any other authority. All sums, if any, appropriated by the Legislature and paid to an authority for the purposes hereof shall be forthwith deposited by such authority in the applicable special benefit project fund of the authority. The "minimum reserve requirement" as used herein shall mean, for each special benefit project fund for each authority, an amount not exceeding the lesser of (i) the maximum amount of principal of, premium, if any, and interest on the bonds of an authority secured, in whole or in part, by such fund which are scheduled to be paid, by maturity or redemption, in any year or (ii) the maximum amount permitted by contract or law to be on deposit in any such fund.

(d) All amounts paid to or for the benefit of an authority by the state pursuant to the provisions of this section shall constitute and be accounted for as advances by the state to such authority and, subject to the rights of the holders of any bonds or obligation of such authority, shall be repaid to the state without interest from all available operating revenues of such authority in excess of amounts required, by law or contract, for the payment of bonds or other obligations of the authority, the amounts required to be deposited in any funds of such authority, and amounts required for the payment of operating expenses.

(e) Any authority may create and establish any other fund or funds as may be necessary or desirable for its purposes.

(f) Any authority may from time to time issue bonds to carry out the purposes of this chapter without establishing a debt service reserve fund pursuant to this section for such bonds.

(g) The Legislature shall have no obligation or liability for the appropriation or payment of any funds for any authority pursuant to this chapter. The provisions hereof, the creation and establishment of any debt service reserve fund by any authority, the designation of any such fund by the Legislature, or the Governor and Director of Finance, as a special benefit project fund, and the submission of any certificate under subsection (c), shall never operate or be construed to constitute or create (1) an obligation of the Legislature to make any appropriation therefor or (2) an indebtness, pecuniary liability, or charge against the general credit or taxing powers of the state.

(h) If this section or any subsection or the application thereof to any authority or person shall be determined by any court of competent jurisdiction to be invalid, unenforceable, or unconstitutional to any extent, the remainder of this section or the application of such section or subsection to any person other than that which is determined to be invalid or unenforceable, shall not be affected thereby.

(i) The provisions of this section shall apply only to debt service reserve funds created after May 25, 2000.

(a) Any number of natural persons, not less than three, residing in any county or counties within the proposed authority's authorized operational area may incorporate an authority as provided in this chapter. To do so, the incorporators shall first file a written application in accordance with the provisions of this section and Section 11-92A-4.

(b) The authorized operational area of an authority may include any portion of one but not more than five counties. If more than one county is included in an authority's authorized operational area, each county, or portion thereof, included therein shall be contiguous with at least one other county, or portion thereof, included therein so that the authority's authorized operational area encompasses a unified territory.

(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 the provisions of this chapter;

(2) State the authorized operational area of the proposed authority;

(3) State that each of the incorporators is a resident of a county within the authorized operational area of the proposed authority; and

(4) Request that each governing body of each county within the authorized operational area of the proposed authority 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 the provisions of this chapter.

(b) Such application shall be accompanied by the form of articles of incorporation of the proposed authority.

(c) As promptly as may be practicable after the filing of the application with the judge of probate, the governing body of each county within the authorized operational area of the proposed authority shall review the contents of the application and the accompanying form of articles and shall adopt a resolution either:

(1) Denying the application, or

(2) Declaring that it is expedient that the proposed authority be formed, approving the form of its articles, and authorizing the incorporators to proceed to form the proposed authority by filing for record pursuant to subsection (c) of Section 11-92A-5 such articles of incorporation in accordance with the provisions of this chapter.

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

(e) The failure of any governing body of a county within the authorized operational area of a proposed authority to approve the written application of the incorporators shall invalidate the application to incorporate an authority, and the resolution denying the application of the incorporators shall be filed with the judge of probate of the county where the application of the incorporators was filed, whether within or without the county whose governing body denied the application. Nothing contained herein shall prevent the incorporators of the proposed authority from filing a new application to form an authority excluding the county or counties whose governing body or bodies failed to approve the incorporation of the proposed authority.

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

(1) A designation of the authorized operational area of the authority, including the name or names of each county within such authorized operational area.

(2) The names of the incorporators of the authority and that each of them is a resident of a county within the authorized operational area of the authority.

(3) 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 shall include the words "Industrial Development Authority" (e.g., "The _______ Industrial Development Authority" or "The Industrial Development 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). If more than one county is included in an authority's authorized operational area, then the name of the authority should also include either the name of each county included in the authority's authorized operational area (e.g., "The Industrial Development Authority of _________ and _________ Counties") or any other word or words reasonably descriptive of the authority's authorized operational area.

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

(5) The location of the principal office of the authority, which shall be within the boundaries of a county within the authorized operational area of the authority.

(6) That the authority is organized pursuant to 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 the prohibition, limitation, or condition.

(8) The number of directors (which shall be a number not less than three times the number of counties included in the authority's authorized operational area) and the duration of their respective terms of office (which shall not be in excess of six years).

(9) The manner of appointing directors, which may be by any of the following methods:

a. By the governing body of the county or counties within the authorized operational area of the authority;

b. By the governing bodies of municipalities located in the authorized operational area of the authority;

c. By the individual members of the governing bodies of municipalities or counties within the authorized operational area of the authority, based upon districts, precincts, place numbers, or the like;

d. By the legislative delegation or delegations for the authorized operational area of the authority;

e. Jointly by a combination of any of the above as the articles prescribe.

(10) 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 its dissolution.

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

(d) Notwithstanding any other provision of this chapter, the articles of incorporation or legal existence of an authority shall not be deemed invalid for the sole reason that the articles of incorporation of such authority fail to specify an authorized operational area, and every such authority whose articles of incorporation fail to specify an authorized operational area, but are otherwise formed in accordance with the provisions of this chapter, may do all things contemplated by this chapter as if such authority had designated as its authorized operational area the county of incorporation.

(a) In all cases where there has heretofore been an attempt to create or incorporate an industrial development authority or industrial development board, but the attempted creation or incorporation is or may be invalid because of some irregularity in the procedure followed or some invalidity of or defects in the statute under which the attempted creation or incorporation of the authority or board was made, any number of natural persons, not less than three, residing in the county in which the board or authority was incorporated or purported to be incorporated may file a written application with the probate judge of the county in which the industrial development authority or industrial development 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 the provisions of this chapter;

(2) State the authorized operational area of the proposed reincorporated authority;

(3) State that each of the applicants is a resident of the county of incorporation;

(4) Describe the manner of appointing directors of the reincorporated authority, which may be any of the methods described in Section 11-92A-5 with respect to newly incorporated authorities; and

(5) Request that the governing body of the county of incorporation and each county in the authorized operational area of the proposed reincorporated authority adopt a resolution declaring that it is expedient that the industrial development authority or industrial development board be reincorporated, approving the written application, approving the authorized operational area of the proposed reincorporated authority, and authorizing the incorporators to proceed to reincorporate the industrial development authority or industrial development board by filing for record articles in accordance with the provisions of this chapter.

(b) Such application shall be accompanied by the form of articles of the industrial development authority or industrial development board proposed to be reincorporated, which shall comply with the requirements of Section 11-92A-5.

(c) As promptly as may be practicable after the filing of the application with the probate judge, the governing body of the county of incorporation and each county within the authorized operational area of the proposed authority shall review the contents of the application and the accompanying form of articles and shall adopt a resolution either:

(1) Denying the application or

(2) Declaring that it is expedient that the proposed reincorporation occur, approving the form of articles, and authorizing the incorporators to proceed to reincorporate the industrial development authority or industrial development board by filing for record the articles in accordance with the provisions of Section 11-92A-5, except that the articles shall further specify the name of the industrial development authority or industrial development board being reincorporated.

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

(e) Upon the filing for record of the articles of reincorporation of the authority with the probate judge, the authority shall be reincorporated and the existence and the validity of the authority shall be 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 by this chapter, notwithstanding the fact that the industrial development authority or industrial development board that was reincorporated might not have had such authorities or powers prior to its reincorporation. Actions taken, contracts entered into, property received or conveyed, and other matters with respect to the industrial development board or industrial development authority occurring prior to its reincorporation shall be deemed valid, binding, effective, legal, and constitutional 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, notwithstanding any defects or irregularity in the procedure for the original creation or incorporation of such industrial development authority or industrial development board or the invalidity of or defects in the statute under which the attempted creation or incorporation of such authority or board was made or attempted.

(f) Upon such reincorporation, the directors of the board or authority which has been reincorporated shall cease to be directors of the reincorporated board or authority, provided that any and all directors previously serving may be appointed or reappointed to the board of directors in accordance with the provisions of the application filed pursuant to this section and the requirements of this chapter.

In all cases where an industrial development authority or industrial development board has been incorporated or created prior to or after the enactment of this chapter, and a majority of the members of the board of directors of such authority or board adopts a resolution determining that it would be expedient for such authority or board to reincorporate under the terms of this chapter, the authority or board may authorize three or more of its members to file an application in accordance with Section 11-92A-6 (notwithstanding the fact that there may be no invalidity of the attempted creation or incorporation of such board or authority or irregularity in the procedure followed or some invalidity of or defects in the statute under which the attempted creation or incorporation of the authority or board was made) and proceed to reincorporate the authority or board under this chapter in accordance with Section 11-92A-6.

(a) The articles shall be filed with the probate judge. Upon acceptance of such articles for filing, the proposed authority shall constitute a de jure corporation. The acceptance of such articles for filing by the probate judge shall be conclusive of the valid incorporation of a proposed authority or reincorporation of an industrial development authority or industrial development 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) The board of directors of an authority shall be as specified in the articles, or as provided in Sections 11-92A-5 and 11-92A-6, provided that each county within the authorized operational area of an authority shall be represented by at least three directors.

(b) Each authority shall have a chairman, vice-chairman, secretary, and treasurer, to be elected by the board of directors. The offices of secretary and treasurer may, but need not, 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. No director shall draw any salary for any service rendered or for any duty performed as director. The duties of the chairman, vice-chairman, secretary, and treasurer shall be such as are customarily performed by such officers and as may be prescribed by the board of directors from time to time.

(c) All proceedings had and done by the board of directors shall be reduced to writing by the secretary of the authority and shall be signed by at least two directors of the authority present at the proceedings. 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) A board of directors may adopt bylaws making provision for its actions not inconsistent with this chapter.

(e) Notice of any meeting of the members of the board of directors shall be as provided in the bylaws or, if the bylaws make no provision for such notice, then as determined in the discretion of the chairman 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 waiver of notice.

(f) 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. Directors may also meet by telephone conference or may attend a meeting by any two-way telephonic communication system or the like.

(g) Directors must be residents of a county within the authorized operational area of the authority. If any director ceases to be a resident of a county within the authorized operational area of the authority, such person shall cease to be a director, and such position shall remain vacant until a successor is appointed in accordance with the articles and this chapter. If any director ceases to be a resident of the county from which such director was appointed and becomes a resident of another county within the authorized operational area of the authority, such person shall cease to be a director, and such position shall remain vacant until a successor is appointed in accordance with the articles and this chapter, provided that any such person disqualified under the provisions of this sentence may be reappointed to the board of directors of the authority, if otherwise qualified.