For the purposes of this chapter, unless otherwise indicated, the following terms shall have the meanings respectively ascribed to them by this section:

(1) CONSTRUCTION and CONSTRUCT. Such terms include:

a. The construction of new buildings and the expansion, remodeling and alteration of existing buildings, including architects' fees; and

b. Equipping new buildings and existing buildings, whether or not expanded, remodeled or altered.

(2) COUNTY. Any county in the state.

(3) DEPARTMENT OF MENTAL HEALTH AND MENTAL RETARDATION. The department of the state government having that name which was created and established by Chapter 50 of this title.

(4) FACILITIES. Structures, equipment and furnishings, or any part or combination thereof, which are used, useful or capable of use and the use thereof in connection with the implementing and operation of programs as defined in this section.

(5) GOVERNING BODY. The county commission of a county or the council, commission or other like governing body of a municipality.

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

(7) PERSON. Such term includes, but is not limited to, a natural person, the United States of America, one of the several states, a public or private corporation, a municipality, a county or an agency, department or instrumentality of a county, of a municipality, of one or more of the several states or of the United States of America.

(8) PROGRAMS.

a. The planning and taking of other steps leading to comprehensive state and community action to combat all forms of mental or emotional illness or debility, including, but not limited to, alcoholism, drug addiction, epilepsy and mental retardation;

b. Studies of the needs and available resources of the state in relation to the above, the development of public awareness of the said disabilities and the need for combating them and the coordination of state and local activities relating to the various aspects of mental or emotional illness or debility, including, but not limited to, alcoholism, drug addiction, epilepsy and mental retardation and their prevention, treatment or amelioration;

c. The conducting of research relating to human development, whether biological, medical, social or behavioral, which may assist in finding the causes and means of prevention of mental or emotional illness or debility, including, but not limited to, alcoholism, drug addiction, epilepsy and mental retardation or in finding means of ameliorating the effects of same;

d. The providing of any one or more of the following services:

1. Inpatient;

2. Outpatient;

3. Partial hospitalization;

4. Emergency care;

5. Community education and consultation;

6. Diagnosis;

7. Evaluation;

8. Rehabilitation;

9. Precare;

10. Residential care;

11. Aftercare and

12. The prevention of all forms of mental or emotional illness, including, but not limited to, alcoholism, drug addiction, epilepsy or mental retardation;

e. The clinical training of physicians and other technical and specialized personnel needed for research, diagnosis, treatment, education, training or care of the mentally or emotionally ill or debilitated, including, but not limited to, those persons suffering from alcoholism, drug addiction, epilepsy or mental retardation; and

f. Any combination of any of the foregoing.

The board of directors of the corporation shall appoint a professional advisory committee of three or more members, one of which must be a physician practicing in the area of the board's jurisdiction.

Any corporation organized pursuant to the provisions of this chapter, is hereby authorized and empowered to exercise the following powers in addition to others granted in this chapter:

(1) To construct and maintain facilities as defined in Section 22-51-4;

(2) To cooperate and contract with the State Board of Health for the construction of such facilities;

(3) To cooperate and contract with the Alabama Department of Mental Health and Mental Retardation for the construction, operation and maintenance of such facilities and for the operation and execution of such programs as it has elected to implement;

(4) To take over by purchase, lease or otherwise any hospital or other facilities to be used for carrying out such programs as it has elected to implement;

(5) To arrange with any appropriate local or state agencies for the opening or closing of streets, roadways, alleys or other rights-of-way or easements and to exercise the power of eminent domain;

(6) To purchase, lease or rent any land, building, structure or facilities needed in its operations;

(7) To enter upon buildings or property in order to conduct investigations or to make surveys or soundings;

(8) To obtain options upon, and to acquire by purchase, gift, grant, bequest, devise or otherwise, any property, or interest therein, from any person;

(9) To sell, exchange, transfer, assign or pledge any property, or any interest therein, to any person;

(10) To improve any such property;

(11) To insure against such risks as it may deem advisable;

(12) To borrow money upon its bonds, notes, warrants, debentures or other evidences of indebtedness and to secure the same by pledges of its revenues;

(13) To have perpetual succession;

(14) To make and execute contracts and other instruments necessary or convenient to the exercise of its powers;

(15) To determine reasonable fees for services which it makes available to the public and collect such fees, unless, on application and investigation, it is determined that the person receiving such services is unable to pay the established fee, and in such case, such amount as he is able to pay will be collected;

(16) To make and from time to time amend and repeal bylaws, rules and regulations not inconsistent with this chapter;

(17) To carry into effect the powers and purposes conferred by this chapter; and

(18) To do any and all other things necessary or convenient to carry out the powers given in this chapter.

Nothing in this chapter shall be construed to mean that the facilities and programs provided for in this chapter are to be under the direction or control of any person other than the board of directors appointed by the governing bodies, as provided in Section 22-51-8, as long as said board of directors complies with the minimum standards of construction, maintenance and operation adopted by the State Board of Health and the minimum standards and criteria established by the Alabama Department of Mental Health and Mental Retardation.

The corporations authorized in this chapter and their property, including bonds, conveyances, mortgages, leases and deeds, and all income from such property and the operation of programs shall be exempt from all taxation, and no excise tax may be imposed on any corporation for the privilege of engaging in any of the activities authorized by this chapter; provided, that the corporation must adhere to minimum standards for licensure as provided by Chapter 50 of this title.

The governing bodies which are entitled to appoint a member of the board of directors are hereby authorized to appropriate their respective shares of the cost of construction of the facilities as determined upon by agreement between the board of directors and the respective governing bodies; and the said governing bodies are hereby authorized to appropriate their respective shares of the cost of operating such programs as the corporation shall have elected to implement, as determined by agreement between the Alabama Department of Mental Health and Mental Retardation, the board of directors and the respective governing bodies, notwithstanding the fact that the said facilities may be located in a county other than the county whose governing body makes the said appropriations.

By proceeding in the manner set forth in this chapter, any number of natural persons, not less than three, may form a public corporation to contract with the State Board of Health or the Alabama Department of Mental Health and Mental Retardation in constructing and operating facilities and in carrying out programs in particular areas of the state.

The said natural persons, referred to in Section 22-51-2, shall file a written application with each governing body from which they desire authority to incorporate. Such applications shall:

(1) Describe in general terms the area of the state which will be served by the proposed facilities, which description will be sufficient if stated with reference to counties, municipalities, unincorporated communities or any part or combination thereof;

(2) State the location of the principal office of the proposed corporation;

(3) Submit such documents or evidence which the incorporators may consider appropriate, which shall include documents from the Alabama Department of Mental Health and Mental Retardation and the State Board of Health showing that the facilities and programs, which the incorporators propose to establish will be in accordance with minimum standards and criteria established by such boards;

(4) State which aspects of the programs, as defined in this chapter, the said incorporators propose to implement;

(5) State that each of the incorporators is a resident of the area which will be served by such proposed facilities and programs; and

(6) Request that each governing body, with which such application is filed, adopt a resolution approving the formation of the proposed corporation.

Upon the adoption by each governing body to which an application was sent of a resolution approving the formation of the said corporation, the incorporators, or not less than three of them, shall proceed to complete the incorporation in the manner provided in this chapter.

The certificate of incorporation shall state:

(1) The names of the persons forming it, together with their addresses, and that each is a resident of the area which will be served by the proposed corporation;

(2) The name of the corporation;

(3) The location of the principal office of the corporation;

(4) The statement contained in the application which describes the area which will be served by the proposed corporation;

(5) The name of each governing body with which an application was filed in accordance with Section 22-51-3;

(6) A statement of which aspects of the programs the corporation will implement; and

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

A certificate of incorporation, in the form provided in Section 22-51-5, shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgments to deeds and shall have attached thereto a certified copy of each of the resolutions provided for in Section 22-51-4 and a certificate by the Secretary of State that the name proposed for the corporation is not identical to that of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty. The certificate of incorporation, together with the documents required by the preceding sentence to be attached thereto, shall be filed for record in the office of the judge of probate of the county specified in the certificate of incorporation as the county in which the principal office of the corporation shall be located. The said judge of probate shall forthwith receive and record the same. When the certificate of incorporation and attached documents have been so filed, the corporation referred to therein shall come into existence and shall constitute a public corporation vested with the rights and powers granted in this chapter under the name set forth in such certificate of incorporation.

The certificate of incorporation may be amended, from time to time, to provide for any objective that was not included in the original certificate of incorporation by proceeding as follows:

(1) The board of directors of the corporation, subject to the approval of the Alabama Department of Mental Health and Mental Retardation, shall first adopt a resolution setting forth and approving the proposed amendment.

(2) The proposed amendment shall then be submitted to each governing body which has appointed or is entitled to appoint a member of the said board as it is constituted at the time of the adoption of the said resolution setting forth and approving the proposed amendment.

(3) If a governing body to which the proposed amendment is submitted shall find that the said amendment is in the public interest, and prima facie proof that it is in the public interest shall consist of proof that it has been approved by the Alabama Department of Mental Health and Mental Retardation, it shall adopt a resolution approving the said amendment; if any governing body to which the proposed amendment was submitted shall find that the said amendment is not in the public interest, it shall adopt a resolution disapproving the said amendment.

(4) A proposed amendment shall become effective immediately upon its being filed in the office of the judge of probate of the county in which the said principal office is located, and if the amendment provides for a change in the location of the principal office, it shall become effective immediately upon the filing of the original certification of incorporation, together with the amendment thereto, in the office of the judge of probate of the county in which the said principal office is to be relocated, as shown by the said amendment.

Each corporation shall be governed by a board of directors of nine or more members, selected as provided in this section. Each governing body which authorized the formation of the corporation shall appoint three members of the said board of directors; provided, that if the area to be served by the corporation shall be located wholly within an area governed by a single governing body, the said governing body shall appoint nine members to the said board; provided further, that if the said area to be served shall be located wholly within an area governed by at least two, but not more than two, governing bodies, or if the formation of the board was authorized by only two governing bodies, each of the said governing bodies shall be entitled to appoint at least five members of the said board, or such other number as may be provided by the certificate of incorporation or any amendment thereto. If there are more than 16 directors, they shall appoint from among their number an executive committee consisting of nine members, which shall have and exercise the powers and authority of the board of directors, subject to the general supervision and control of the said board. Every member of the board of directors must be a resident of the area which he represents and which is to be served by the proposed facilities. The terms of the initial members of the board appointed by the governing bodies, as provided above, shall begin immediately upon their appointments and shall end at noon on April 1 of the succeeding odd-numbered calendar years following the appointments as designated by said governing body at the time of their said appointments. Thereafter, the term of office of each director shall be six years. The terms of office of the said directors shall be arranged so that the terms of office of approximately one third of all directors will end at noon on April 1, in each odd-numbered calendar year. A member of the board of directors shall hold office until his successor has been appointed and qualified. The respective appointing authorities shall appoint or reappoint a qualified person as a member of the board of directors whenever a member's term expires or whenever a position becomes vacant for any other reason. A member of the board of directors shall receive no compensation for his services.

The board of directors shall hold monthly meetings and such special meetings as may be called, from time to time, on at least two days' notice given by the chairman or by any three members thereof, said notice to be given to each member thereof; provided, that where the board of directors exceeds 16 members, the executive committee shall meet at least monthly and the complete board of directors shall meet at least every six months. The said board shall adopt a constitution and bylaws, to be subject to this chapter, the certificate of incorporation and laws of the State of Alabama. Three members of the said board shall constitute a quorum for the transaction of business. A copy of the constitution and bylaws shall also be filed with the Alabama Department of Mental Health and Mental Retardation.