When used in this chapter, the following words and phrases shall have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) CLINICAL FACILITIES. Real property for the location or better utilization of a medical clinic, buildings, parking areas, garages, storage facilities, outbuildings, machinery, equipment, furniture, and fixtures useful or desirable in the operation of a medical clinic.
(2) DOMICILIARY CARE FACILITY. Homes for the aged, intermediate institutions, and related institutions, whose primary purpose is to furnish room, board, laundry, personal care, and other nonmedical services, regardless of what it may be named or called, for not less than 24 hours in any week to three or more individuals not related by blood or marriage to the owner or administrator. This kind of care implies sheltered protection and supervised environment for persons, who because of age or disabilities, are incapable of living independently in their own homes or a commercial board and room situation, yet who do not require the medical and nursing services provided in a nursing home. In these facilities, there might be available temporarily and incidentally the same type of limited medical attention as an individual would receive if he or she were living in his or her own home.
(3) MEDICAL CLINIC. Any one or more of buildings or facilities operated by a county or municipal medical clinic board which serve to promote the public health, either by providing places for the diagnosis, treatment, or cure of sick or injured persons or for research with respect to any of the foregoing, including, without limiting the generality of the foregoing, hospitals, sanitoriums, nursing homes, offices for persons engaged in the diagnosis, treatment or cure of sick and injured persons, buildings to house or service equipment used for the diagnosis or treatment of sick or injured persons or the records of the diagnosis, treatment, or research with respect to any of the foregoing and hotels and motels intended primarily for use by patients and relatives and attendants of patients or patrons of any medical clinic, as well as domiciliary facilities so long as the domiciliary facility is required to be approved or licensed by any federal, state, or local government agency having jurisdiction in the planning or operation of health care facilities, or is owned or operated in conjunction with any nursing home. Domiciliary facilities shall not be exempt from ad valorem taxation.
(4) MEDICAL CLINIC BOARD. A corporation formed pursuant to this chapter for the purpose of acquiring and operating a county or municipal medical clinic.
Any bonds issued by a corporation organized under this chapter and at any time outstanding may at any time and from time to time be refunded by the corporation by the issuance of its refunding bonds in such amount as the board of directors may deem necessary but not exceeding the principal amount of the bonds to be refunded, any expenses estimated to be incurred in connection with such refunding and interest (accrued or to accrue) to the respective maturities of the bonds to be refunded or, if the bonds to be refunded are to be called for redemption, either on the earliest date on which under their terms they may be redeemed or some other date or dates, the interest (accrued or to accrue) on the bonds to be refunded to the date or dates on which they are to be called for redemption plus the amount of any redemption premium required by their terms to be paid as a condition to their redemption prior to their respective maturities.
Any such refunding may be effected whether the bonds to be refunded shall have then matured or shall thereafter mature, either by sale of the refunding bonds and the application of the proceeds thereof for the payment of the bonds to be refunded thereby or by exchange of the refunding bonds for the bonds to be refunded thereby; provided, that the holders of any bonds so to be refunded shall not be compelled without their consent to surrender their bonds for payment or exchange prior to the date on which they are payable or, if they are called for redemption, prior to the date on which they are by their terms subject to redemption.
Any refunding bonds issued by a corporation organized under the authority of this chapter shall be subject to the provisions contained in Section 11-58-7 and may be secured in accordance with the provisions of Section 11-58-8.
Bonds issued under the provisions of this chapter shall be legal investments for savings banks and insurance companies organized under the laws of this state.
(a) Any county and any incorporated city and town may transfer and convey to its county or municipal medical clinic board, as the case may be, that is duly incorporated pursuant to this chapter, any property that may, immediately preceding the conveyance, have been owned by the county or municipality, including medical clinics and clinical facilities, hospitals and hospital facilities, and assets and any land used or useable for medical clinic or hospital purposes, whether or not the property is necessary for the conduct of the governmental or other public functions of the county or municipality. A transfer or conveyance of property shall have prior authorization by resolution duly adopted by the governing body of the county, respecting county medical clinics, or the municipality. The resolution shall have been published one time, at least five days before a transfer or conveyance is consummated, in a newspaper published in the county, respecting county medical clinics, or the municipality, regarding municipal medical clinics. If no newspaper is published in the municipality, the resolution shall be published in a newspaper published or circulated in the county the municipality is located. A transfer or conveyance may be made with or without the payment of monetary or other consideration therefor.
(b) The foregoing authorization shall apply to any hospital, hospital assets, or other property, tangible or intangible, received by an incorporated city or town upon the dissolution of any hospital building authority incorporated under Sections 22-21-130 through 22-21-155.
(a) Whenever the principal of and interest on all bonds of a corporation payable from the revenues derived from the operation of one or more medical clinics owned by the corporation have been paid in full, its board of directors of the corporation may, by resolution, determine that the purposes for which the corporation was formed have been substantially complied with, and shall thereupon execute and file for record in the office of the judge of probate of the county in which the corporation is organized a certificate of dissolution, reciting those facts and declaring the corporation to be dissolved. The certificate of dissolution shall be executed under the corporate seal of the corporation.
(b) Upon the filing of the certificate of dissolution, the corporation shall stand dissolved, title to all funds and properties owned by it at the time of dissolution shall vest in the county or municipality, and possession of the funds and properties shall be immediately delivered to the county or municipality.
(c) The dissolution of one or more corporations under this chapter shall not cause the dissolution of other existing corporations, nor preclude the subsequent formation under this chapter of other corporations.
The bonds authorized by this chapter and the income therefrom, all mortgages executed as security therefor, all lease agreements made pursuant to the provisions hereof and all property and the revenue derived from any lease thereof shall be exempt from all taxation in the State of Alabama.
All deeds, mortgages, trust agreements, articles of incorporation and other documents executed by or delivered to any corporation incorporated under the provisions of this chapter shall be exempt from all state, county, municipal and other taxation in the State of Alabama.
Each medical clinic board now or hereafter organized under the provisions of this chapter, as amended, is hereby exempted from the laws of the State of Alabama governing usury or prescribing or limiting interest rates, including, without limitation, the provisions of Chapter 8 of Title 8.
(a) The purpose of this chapter is to provide for the incorporation of medical clinic boards as public agencies and instrumentalities of the State of Alabama to promote the acquisition of health facilities in order to promote the public health of the people of Alabama and also to promote the acquisition of certain other facilities for the housing and care of elderly persons.
(b) Whenever any number of natural persons, not less than three, shall file with the governing body of any county or municipality in this state an application in writing for authority to incorporate a public corporation as a medical clinic board for the purpose of acquiring, owning, leasing, and disposing of one or more medical clinics and clinical facilities and it shall be made to appear to the governing body that each of the persons is a duly qualified elector of and owner of property in the municipality, or in the county in areas outside of municipalities located in the county, the governing body shall consider the application. If the governing body approves the application, it shall adopt a resolution, which shall be duly entered upon the minutes of the governing body declaring that it is wise, expedient, and necessary that such a corporation be formed and that the persons filing the application shall be authorized to form the corporation. Upon the adoption of the resolution, the persons who filed the application shall proceed to organize the corporation by executing and filing for record in the office of the judge of probate of the county, or in the office of the judge of probate of one or more of the counties in which any municipality is located a certificate of incorporation as provided in this chapter.
(c) The granting of authority for the incorporation of one medical clinic board shall not preclude the granting of authority by the governing body of any municipality or county for the incorporation of other medical clinic boards. Other medical clinic boards seeking incorporation shall be required to adopt a name or designation sufficient to distinguish them from any existing medical clinic board.
(a) The certificate of incorporation of any corporation organized under this chapter shall state:
(1) The name of the corporation, which shall be a name indicating the purpose for which the corporation is organized [e.g., "The Medical Clinic Board for the (County) (City) or (Town) of _____”].
(2) The location of its principal office and the post office address thereof.
(3) The period for the duration of the corporation. (If the duration is to be perpetual, this fact should be stated).
(4) The objects for which the corporation is organized.
(5) Any other provisions not contrary to law which the incorporators choose to insert for the regulation and conduct of the affairs of the corporation.
(b) The certificate of incorporation shall be acknowledged before an officer authorized by the laws of this state to take acknowledgment of deeds. When so acknowledged, the certificate shall be filed in the office of the judge of probate of the county, or one of the counties in which any municipality is located, and the judge of probate shall immediately file and record the certificate. Thereupon the applicants shall constitute a corporation under the name stated in the certificate of incorporation.
Each corporation formed under this chapter shall have a board of directors which shall constitute the governing body of the corporation, consisting of three members who shall serve without compensation, except that they shall be reimbursed for actual expenses incurred in the performance of their duties under this chapter and, at the discretion of the board of directors, may be paid a director's fee of ten dollars ($10) for each director's meeting attended by them not to exceed a total of one hundred twenty dollars ($120) per member per year. No member of the board shall be an officer of the municipality or county. The directors of the corporation shall be elected by the governing body of the respective municipality or county and they shall be so elected that they shall hold office for staggered terms. The first term of office of one director shall be two years, of another director shall be four years, and of a third director shall be six years, as shall be designated at the time of their election. Thereafter the term of office of each director shall be six years.
Medical clinic boards are 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 medical clinics and clinical facilities.
Each corporation formed under this chapter shall have the following powers, together with all the powers incidental thereto or necessary to the discharge thereof in corporate form:
(1) To have succession by its corporate name for the period specified in the certificate of incorporation (which may be in perpetuity) unless sooner dissolved as provided in this chapter.
(2) To sue and be sued and prosecute and defend civil actions in any court having jurisdiction of the subject matter and of the parties.
(3) To have and use a corporate seal and to alter it at pleasure.
(4) To acquire, whether by purchase, exchange, lease, construction, or otherwise one or more medical clinics and any necessary or desirable clinical facilities.
a. Any municipal medical clinic shall be located either within the corporate limits of the municipality or within 15 miles of the corporate limits, but not within the corporate limits or police jurisdiction of any other municipality, unless the other municipality shall by resolution adopted by its governing body consent to the location within its police jurisdiction.
b. A county medical clinic shall be located within the county in which it is incorporated.
c. No municipal or county medical clinic shall be located outside of the county in which the board is incorporated, unless the governing body of the other county by resolution consents to the location within its boundaries.
(5) To improve, enlarge, maintain, equip, and furnish one or more medical clinics and any necessary or desirable clinical facilities.
(6) To lease to others one or more medical clinics or parts of clinics and any clinical facilities, to charge and collect rent therefor, to terminate any lease upon the failure of the lessee to comply with any of the lease obligations, and to grant options to renew or extend any lease upon terms and conditions as the board of directors may determine. No lease shall extend beyond the last maturity of any bonds issued by the medical clinic board or 60 years from the date of the lease, whichever is the longer, and no option to renew shall permit the extension of any lease beyond that period.
(7) To sell, exchange and convey, to contract to sell, exchange or convey, and to grant options to any lessee to acquire any medical clinic and any clinical facilities and any or all of its properties whenever its board of directors finds it to be in furtherance of the purpose for which the corporation was organized.
(8) To borrow money and to issue its bonds for the purpose of carrying out any of its powers.
(9) To mortgage and pledge any one or more of its medical clinics and any or all of its clinical facilities or any part or parts thereof, whether then owned or thereafter acquired, and to pledge the revenues, rentals, and receipts therefrom or from any part thereof as security for the payment of the principal and interest on any bonds issued and any agreements made in connection therewith.
(10) To enter into contracts and agreements or to do any act necessary for or incidental to the performance of the duties and the execution of its powers under this chapter.
(11) To accept gifts, money, or property, including one or more medical clinics and clinical facilities, from any source whatsoever, subject to any conditions the board of directors approves.
(12) To appoint and employ those officers and agents, including attorneys, as its business requires.
(13) To provide for any insurance its board of directors deems advisable.
(a) Prior to the leasing of the medical clinic or clinical facilities, the board of directors must determine and find the following:
(1) The amount necessary in each year to pay the principal of and the interest on the bonds proposed to be issued to finance such clinic (which term, as used in this section, shall also include any clinical facilities covered by any such lease);
(2) Unless the proceedings under which the proposed bonds are to be issued provide that any debt service reserve fund which the board of directors deems it advisable to establish in connection with the retirement of the proposed bonds is to be entirely funded out of the proceeds from the sale of such bonds, the amount necessary to be paid each year into any such reserve fund;
(3) The amount necessary to be paid each year into any reserve fund which the board of directors may deem it advisable to establish in connection with the maintenance of the clinic; and
(4) Unless the terms under which the clinic or its facilities is to be leased provide that the lessee shall maintain the clinic and carry all proper insurance with respect thereto, the estimated cost of maintaining the clinic in good repair and keeping it properly insured.
(b) The determinations and findings of the board of directors required to be made in subsection (a) shall be set forth in the proceedings under which the proposed bonds are to be issued; and the corporation shall lease the clinic or its facilities to a lessee or lessees, under an agreement providing for payment to the corporation of such rentals as, upon the basis of such determinations and findings, will be sufficient:
(1) To pay the principal of and interest on the bonds issued to finance the clinic;
(2) Unless the proceedings under which the proposed bonds are to be issued provide that any debt service reserve fund deemed by its board of directors to be advisable in connection with the retirement of the proposed bonds is to be entirely funded out of the proceeds from the sale of such bonds, to build up and maintain such reserve fund;
(3) To build up and maintain any reserve deemed by the board of directors to be advisable in connection with the maintenance of such clinic; and
(4) Unless the agreement of lease obligates the lessee to pay for the maintenance and insurance of the clinic, to pay the costs of maintaining the clinic in good repair and keeping it properly insured.
(c) Any revenues derived from the operation of the clinic, over and above the amounts necessary to meet the charges hereinabove specified, may be applied to the payment of the principal of and the interest on the bonds issued to finance the clinic, or for other expenditures in connection with maintaining, expanding, operating or equipping the clinic, at the discretion of the board of directors.
(a) All bonds issued by a corporation organized under authority of this chapter shall be solely and exclusively obligations of the corporation and shall not create an obligation or debt of any municipality or county. No county or municipality shall pledge its faith or credit for the payment of any debt incurred or bonds issued by the corporation.
(b) Bonds may be executed and delivered at any time and from time to time, may be in the form and denominations, may be of the tenor, may be in registered or bearer form, either as to principal or interest or both, may be payable in installments and at a time or times, not exceeding 40 years from their issuance date, may be payable at a place or places, may bear interest at a rate or rates payable at a place or places and evidenced in a manner, and may contain provisions not inconsistent with this chapter as may be provided by resolution of its board of directors. Bonds issued shall be signed by the chair of its board of directors or other chief executive officer and attested by its secretary, and the seal of the corporation shall be affixed. A facsimile signature of one corporate officer may be impressed or printed on any bonds in lieu of a manual signature. Any interest coupon applicable to the bonds of the corporation shall be signed by the chair of the board of directors or other chief executive officer, but a facsimile of the signature may be impressed or printed on any interest coupon in lieu of manually signing the coupon.
(c) Any bonds issued under the authority of this chapter may be sold at public or private sale in a manner and from time to time as determined by the board of directors to be most advantageous. The corporation may pay all expenses, premiums and commissions which its board of directors deems necessary or advantageous in connection with the authorization, sale, and issuance of its bonds.
(d) All bonds issued under the authority of this chapter and all applicable interest coupons shall be construed to be negotiable instruments, despite the fact that they are payable solely from a specified source.
(e) Whenever the principal of and interest on all bonds of a corporation payable from the revenues derived from the operation of one or more medical clinics owned by the corporation have been paid in full, its board of directors may by resolution determine that the purposes for which the corporation was formed have been substantially complied with, and shall thereupon execute and file for record in the office of the judge of probate of the county in which the corporation is organized a certificate of dissolution reciting those facts and declaring the corporation to be dissolved. The certificate of dissolution shall be executed under the corporate seal of the corporation. Upon the filing of the certificate of dissolution, the corporation shall stand dissolved, and title to all funds and properties owned by it at the time of dissolution shall vest in and be delivered to the county or municipality. The dissolution of one or more corporations under this chapter shall not cause the dissolution of other existing corporations, nor preclude the subsequent formation hereunder of other corporations.
The principal of and interest on any bonds issued by a corporation organized under the authority of this chapter shall be secured by a pledge of the rentals and other receipts of all or any part of the medical clinic and its facilities financed in whole or in part with the proceeds of such bond issue or with the proceeds of bonds refunded or to be refunded by such issue, may be secured by a mortgage covering all or any part of the clinic from which the revenues so pledged may be derived and may be secured by a pledge of the lease of such clinic.
The proceedings under which such bonds are authorized to be issued or any such mortgage may contain any agreements and provisions customarily contained in instruments securing bonds, including, without limiting the generality of the foregoing, provisions respecting the fixing and collection of rents for any clinic or clinical facilities covered by such proceedings or mortgage, the terms to be incorporated in the lease of such clinic or facilities, the creation and maintenance of special funds from the revenues from such clinic or facilities and the rights and remedies available in event of default to the bondholders or to the trustee under a mortgage as the board of directors shall deem advisable and as shall not be in conflict with the provisions of this chapter; provided, however, that in making any such agreements or provisions a corporation organized under this chapter shall not have the power to obligate itself except with respect to the medical clinic and the application of the revenues therefrom.
The proceedings authorizing any bonds under this chapter and any mortgage securing such bonds may provide that, in the event of default in payment of the principal of or the interest on such bonds or in the performance of any agreement contained in such proceedings or mortgage, such payment and performance may be enforced by mandamus or by the appointment of a receiver with power to charge and collect rents and to apply the revenues from the project in accordance with such proceedings or the provisions of such mortgage. Any such mortgage may provide also that, in the event of default in such payment or the violation of any agreement contained in the mortgage, the mortgage may be foreclosed either by sale at public outcry or by civil action and may provide that any trustee under such mortgage or the holder of any of the bonds secured thereby may become the purchaser at any foreclosure sale if the highest bidder therefor.
(a) The proceeds from the sale of any bonds issued by a corporation organized under authority of this chapter shall be applied only for the purpose for which the bonds were issued; provided, however, that any accrued interest and premium received in any such sale shall be applied to the payment of the principal of or the interest on the bonds sold; provided further, that if for any reason any portion of such proceeds shall not be needed for the purpose for which the bonds were issued, then such unneeded portion of said proceeds shall be applied to the payment of the principal of or the interest on said bonds.
(b) The cost of acquiring any medical clinic, which shall be paid from the proceeds derived from the sale of bonds, shall be deemed to include the following:
(1) The actual cost of the construction of any part of a building which may be constructed, including architect's and engineer's fees;
(2) The purchase price of any land or any part of a building or any clinical facilities that may be acquired by purchase;
(3) All expenses in connection with the authorization, sale and issuance of the bonds to finance such acquisition; and,
(4) The interest on such bonds for a reasonable time prior to construction, during construction and for a period not exceeding six months after completion of construction.