Usa Alabama

USA Statutes : alabama
Title : Title 11 COUNTIES AND MUNICIPAL CORPORATIONS.
Chapter : Title 3 Chapter 101A
Section 11-101A-1

Section 11-101A-1
Legislative intent.

It is the intent of the Legislature to authorize the several counties and municipalities in the state effectively to form public corporations whose corporate purpose shall be to provide buildings, facilities, and other property for lease to and use by the United States of America, its departments, agencies, and instrumentalities, to invest those public corporations with all powers that may be necessary to enable them to accomplish that purpose, and to authorize each county and municipality forming each public corporation to provide financial support and to take other action as may be necessary to enable the public corporation to carry out the purposes of this chapter. This chapter shall be liberally construed in conformity with this intent.



(Act 2001-642, p. 1317, § 1.)Section 11-101A-10

Section 11-101A-10
Powers of authorizing subdivision.

(a) In addition to all other powers that an authorizing subdivision may have with respect to an authority, any authorizing subdivision may, with or without consideration and on such terms as its governing body may deem advisable:

(1) Lend, donate, or otherwise contribute money to, or perform services for the benefit of, an authority.

(2) Donate, convey, transfer, lease, or grant to an authority any property of any kind.

(3) Enter into contractual agreements with an authority and with other authorizing subdivisions obligating the authorizing subdivision to lend, donate, or otherwise contribute money to, perform services for the benefit of, and to otherwise provide financial support for an authority.

(4) Issue securities of the authorizing subdivision to provide moneys to make any loan, donation, or contribution provided for in subdivisions (1), (2), and (3).

(b) The obligation of an authorizing subdivision to lend, donate, or otherwise contribute money to an authority in accordance with an agreement entered into pursuant to the power granted in subdivision (3) of subsection (a) shall constitute a general obligation of the authorizing subdivision, which may pledge its full faith and credit for the performance of the obligation. The amounts to be paid and the agreements to be performed by the authorizing subdivision under the agreement during any fiscal year during which the agreement is in effect shall be payable solely out of the current revenues of the authorizing subdivision for that fiscal year.

(c) Any securities issued by an authorizing subdivision pursuant to subdivision (4) of subsection (a) may be either general obligations of the authorizing subdivision or special obligations payable solely from a specified source or sources, which source or sources may include any revenues, or portions thereof, which the authorizing subdivision may lawfully use for that purpose. The authorizing subdivision may pledge for payment of the principal of and interest on any securities that are general obligations any revenues that may lawfully be used for that purpose and may pledge for the benefit of any special obligations issued by it so much as may be necessary for the payment of the revenues from which the special obligations are made payable. Any securities shall be in the form or forms and denomination or denominations, may bear such rate or rates of interest payable and evidenced in such manner, and may have such maturities of principal all as may be provided by ordinance or resolution adopted by the governing body of the issuing authorizing subdivision. Any securities issued by a municipality shall also be subject to and shall be issued in accordance with such provisions of Articles 1 and 2 of Chapter 81 of this title as may be applicable to the securities. Any securities issued by a county shall also be subject to and shall be issued in accordance with such provisions of Chapter 28 of this title as may be applicable to the securities.



(Act 2001-642, p. 1317, §1.)Section 11-101A-11

Section 11-101A-11
Sale of securities.

Securities of an authority may be executed and delivered by it at any time and from time to time, shall be in such form and denominations and of such tenor and maturity or maturities not exceeding 40 years from their date, shall bear such rate or rates of interest, which may be fixed or which may float or vary based on some index or other standard deemed appropriate by the board, shall be payable and evidenced in such manner, may contain provisions for redemption prior to maturity and may contain other provisions not inconsistent with this chapter, all as may be provided by the resolution of the board authorizing the same or by the indenture under which those securities are authorized to be issued. Any borrowing may be effected by the issuance and sale of securities at either public or private sale in such manner, at such price or prices, at such time or times, and on such other terms and conditions as may be determined by the board to be most advantageous to the authority.



(Act 2001-642, p. 1317, § 1.)Section 11-101A-12

Section 11-101A-12
Refunding securities; limitations.

(a) An authority may at any time, and from time to time, sell and issue its refunding securities for the purpose of refunding the principal of and interest on any then outstanding securities of the authority, whether or not the securities shall have matured or be redeemable at the option of the authority at the time of the refunding, and for the payment of any expenses incurred in connection with the refunding and any premium or other sum necessary to be paid to redeem or retire the securities so to be refunded. The principal amount of securities that the authority may at any time issue for refunding purposes shall not exceed the sum of the following:

(1) The outstanding principal or face amount of the securities refunded thereby.

(2) The unpaid interest accrued or to accrue thereon to their respective maturities, or, in the event the securities to be refunded, or any part thereof, are to be retired prior to their respective maturities, the interest accrued or to accrue thereon to the date or dates on which they are to be retired.

(3) Any premium or other sum necessary to be paid to redeem or retire the securities to be refunded, but only if the securities are in fact to be redeemed or retired prior to their respective maturities.

(4) The expenses estimated to be incurred in connection with the refunding.

The authority may also at any time, and from time to time, sell and issue its securities for the combined purpose of refunding any of its securities and of obtaining funds for any other purpose for which it is authorized by this chapter to sell and issue securities, in which event the provisions of this chapter relating to refunding securities shall apply only to those securities issued for refunding purposes.

(b) The principal proceeds derived by the authority from the sale of any refunding securities shall be used only for the payment of the principal of and the interest and premium on the securities being refunded and for payment of the expenses referred to in the preceding subdivision (4) of subsection (a). Notwithstanding the foregoing, if, in the judgment of the board, it is necessary or desirable to effect an advantageous refunding, a portion of the proceeds may be used for payment of principal of and interest on the refunding securities themselves and the remainder of the proceeds for payment of the securities being refunded and of the expenses. Any portion of the proceeds that shall at the time not be needed therefor, may be invested in those investments specified in Section 11-101A-20.

(c) Any refunding may be effected either by sale of refunding securities and the application of the proceeds thereof as provided in subsection (b), or by exchange of the refunding securities for the securities to be refunded thereby, or by any combination thereof.

Notwithstanding the foregoing, the holders of any securities to be refunded shall not be compelled without their consent to surrender their securities for payment or exchange prior to the date on which they may be paid or redeemed by call of the authority under their respective provisions. All provisions of this chapter pertaining to securities of the authority that are not inconsistent with this section shall, to the extent applicable, also apply to refunding securities issued by the authority and to securities issued by the authority for both refunding and other purposes.



(Act 2001-642, p. 1317, §1.)Section 11-101A-13

Section 11-101A-13
Signature and seal.

All securities of an authority shall be signed in the name and on behalf of the authority by the chair or vice-chair of the board, and the seal of the authority shall be affixed thereto and attested by its secretary or an assistant secretary. Notwithstanding the foregoing, a facsimile of the signature of one or both of the officers whose signature will appear on the securities may be imprinted or otherwise reproduced on any thereof in lieu of manually signing the same, but in the event both signatures are imprinted or otherwise reproduced thereon in facsimile, the securities shall be authenticated on behalf of the registrar therefor by a manual signature. A facsimile of the seal of the authority may be imprinted, or otherwise reproduced, on any securities in lieu of being manually affixed thereto. If after any securities shall be so signed, whether manually or by facsimile, and any officer shall, for any reason, vacate office, the securities so signed may nevertheless be delivered at any time thereafter as the act and deed of the authority.



(Act 2001-642, p. 1317, §1.)Section 11-101A-14

Section 11-101A-14
Securities payable out of revenues from projects, properties, etc., indenture may contain agreements; liens.

(a) Securities issued by an authority shall not be general obligations of the authority but shall be payable solely out of the revenues from any project or other properties or assets, including, without limitation, proceeds from the securities, investment income and insurance, and condemnation proceeds, owned by it, all as may be provided or specified in the resolution of the board authorizing the securities or the indenture under which issued. The principal of and interest, and premium, if any, on any securities issued by the authority shall be secured by a pledge of the revenues out of which the same are payable and may be secured by an indenture conveying as security for the securities all or any part of its property, which indenture may be subject to foreclosure.

(b) Any indenture executed on behalf of the authority and any resolution of the board authorizing the issuance of securities may contain such agreements as the board may deem advisable respecting the operation and maintenance of the properties of the authority, the application and use of any revenues out of which any securities are payable, the rights or duties of the parties to the instrument or the parties for the benefit of whom the instrument is made, and the rights and remedies of the parties in the event of default. It may also contain provisions restricting the individual rights of action of the holders of any securities. Any indenture may be filed in the office of the judge of probate of any county in which any of the property, real, personal, or mixed, subject to the lien thereof is, or is anticipated to be, located, and the lien of the indenture shall, with respect to all personal property and fixtures subject thereto, including after-acquired property, and notwithstanding any contrary provisions of, and without compliance with, the Alabama Uniform Commercial Code, Title 7, be valid and binding against all parties having claims of any kind against the authority, irrespective of whether the parties have actual notice thereof, from the time the indenture is so filed. Any pledge of any 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 the pledge without any physical delivery thereof or further act. The lien of that pledge shall, notwithstanding any contrary provisions of the Alabama Uniform Commercial Code, Title 7, and without compliance with the provisions thereof, be valid and binding against all parties having claims of any kind against the authority, irrespective of whether the parties have actual notice thereof, from the time there is filed in the office of the judge of probate of the county in which the principal office of the authority is located a notice stating the date on which the resolution authorizing the issuance of the securities was adopted by the board, the principal amount of the securities issued, a brief description of the revenues so pledged, and a brief description of any property the revenues from which are so pledged. Issuance by any authority of one or more series of securities for one or more purposes shall not preclude it from issuing other securities, but the resolution or indenture under which any subsequent securities may be issued shall recognize and protect any prior pledge or mortgage made for the benefit of any prior issue of securities unless in the proceedings authorizing the prior issue the right was reserved to issue subsequent securities on a parity with that prior issue. The trustee under any indenture may be a trust company or bank having trust powers, whether located within or without the state, and may be selected by the board without regard to Chapter 25, Title 36.



(Act 2001-642, p. 1317, §1.)Section 11-101A-15

Section 11-101A-15
Use of proceeds.

(a) The principal proceeds derived from any borrowing made by an authority shall be used solely for the purpose or purposes for which the borrowing was authorized to be made. If any securities are issued for the purpose of financing costs of acquiring, constructing, improving, enlarging, and equipping a project, those costs shall be deemed to include the following:

(1) The cost of any land forming a part of the project.

(2) The cost of the labor, materials, and supplies used in any construction, improvement, or enlargement, including architectural and engineering fees and the cost of preparing contract documents advertising for bids.

(3) The purchase price of, and the cost of installing, equipment for the project.

(4) The cost of landscaping the lands forming a part of the project and of constructing and installing roads, sidewalks, curbs, gutters, utilities, and parking facilities in connection therewith.

(5) Legal, accounting, publishing, printing, fiscal and recording fees, and expenses incurred in connection with the authorization, sale, and issuance of the securities issued in connection with the project; bond discount, commission, or other financing charges; fees and expenses of financial advisers and planning and management consultants; the cost of any feasibility studies deemed necessary or advisable in connection with the issuance and sale of the securities; the amount of any debt service reserve that the board deems necessary or advisable to be funded out of the proceeds from the sale of the securities; and any other expenses as shall be necessary or incident to the borrowing.

(6) Interest on the securities for a reasonable period prior to the commencement of the construction and equipment of the project, or of any improvements or additions being financed, in whole or in part, out of the proceeds from the sale of the securities, and during the period estimated to be required for the construction and equipment and for a period of not more than two years after the completion of the construction and equipment.

(7) The reimbursement to itself, or to its general fund or any one or more of its other funds, to any authorizing subdivision or other county or municipality, and to any other public agency, authority, or body, of any funds advanced, to, or for the benefit of, the authority or any projects owned by it, in anticipation of the issuance of securities by the authority, including the amount of any interest paid or incurred on any borrowings made for the purpose of obtaining funds to advance to, or for the benefit of, the authority or the project.

(8) The amount of such reserves for the payment of debt service on any securities and for the maintenance, repair, replacement, improvement, and enlargement of any of its projects and other properties as the board deems advisable.

(b) Any portion of the principal proceeds derived from any borrowing not needed for any of the purposes for which the borrowing was authorized to be made shall be applied and used:

(1) For retirement of the securities issued in evidence of the borrowing.

(2) For payment of the interest thereon.

(3) For payment into one or more special funds created for payment of principal or interest, or both, or for the creation of reserves for the payment of debt service, or for maintenance, repair, replacement, improvement, or enlargement of the project with respect to which the securities were issued.

(4) For any combination thereof, all as shall be specified in the indenture under which the securities are issued or in the resolution of the board authorizing any borrowing.



(Act 2001-642, p. 1317, §1.)Section 11-101A-16

Section 11-101A-16
Obligations rest with authority.

All agreements and obligations undertaken, and all securities issued, by an authority shall be solely and exclusively an obligation of the authority and shall not create an obligation or debt of the state, any authorizing subdivision, or any other county or municipality within the meaning of any constitutional or statutory provision. The faith and credit of the state, any authorizing subdivision, or any other county or municipality shall never be pledged for the payment of any securities issued by an authority. The state, any authorizing subdivision, or any other county or municipality shall not be liable in any manner for the payment of the principal of, or interest on, any securities of an authority or for the performance of any pledge, mortgage, obligation, or agreement of any kind whatsoever that may be undertaken by an authority.



(Act 2001-642, p. 1317, §1.)Section 11-101A-17

Section 11-101A-17
Securities are legal investments.

Securities issued under this chapter are hereby made legal investments for savings banks and insurance companies organized under the laws of the state. Unless otherwise directed by the court having jurisdiction thereof or the document that is the source of authority, a trustee, executor, administrator, guardian, or one acting in any other fiduciary capacity may, in addition to any other investment powers conferred by law and with the exercise of reasonable business prudence, invest trust funds in securities of an authority. The governing body of any authorizing subdivision, or any county or municipality in which any project of an authority may be situated, may, in its discretion, invest in securities of the authority any idle or surplus money held in its treasury which is not otherwise earmarked or pledged.



(Act 2001-642, p. 1317, §1.)Section 11-101A-18

Section 11-101A-18
Exemption from usury laws.

An authority shall be exempt from all laws of the state governing usury or prescribing or limiting interest rates, including, but without limitation to, Chapter 8 (commencing with Section 8-8-1) of Title 8.



(Act 2001-642, p. 1317, §1.)Section 11-101A-19

Section 11-101A-19
Authorization of securities.

(a) Any resolution authorizing any securities under this chapter may contain a recital that they are issued pursuant to this chapter, which recital shall be conclusive evidence that the securities have been duly authorized pursuant to this chapter, notwithstanding any other law now in force or hereafter enacted or amended. Upon the adoption by the board of any resolution providing for the issuance of securities, the authority may cause to be published once a week for two consecutive weeks in a newspaper published in the county in which the principal office of the authority is located, or, if there is no newspaper, then in a daily newspaper published in the state, a notice in substantially the following form, with any appropriate changes, to the extent applicable and with the blanks being properly filled in:

" ______________________, a public corporation and instrumentality under the laws of the State of Alabama, has authorized the issuance of $ _____ principal amount of securities of the said authority to be dated _____ for purposes authorized in Chapter 101A of Title 11 of the Code of Alabama 1975. Any action or proceeding questioning the validity of the securities, or the pledge [and any indenture] to secure the same, must be commenced within 20 days after the first publication of this notice.

"By [here insert name of the authority]

"Chair of its Board of Directors"

(b) Any action or proceeding in any court to set aside or question the validity of the proceedings for the issuance of the securities referred to in the notice or to contest the validity of any securities, the validity of any pledge made therefor, or the validity of any indenture with respect thereto shall be commenced within 20 days after the first publication of the notice. After the expiration of that period, no right of action or defense questioning or attacking the validity of the proceedings, the securities, any pledge herein authorized, or any indenture shall be asserted, nor shall the validity of the proceedings, securities, pledge, or indenture be open to question in any court on any ground whatsoever except in an action commenced within that period.



(Act 2001-642, p. 1317, §1.)Section 11-101A-2

Section 11-101A-2
Definitions.

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

(1) APPLICANT. A natural person who files a written application with the governing body of a county or municipality, or two or more thereof, in accordance with Section 11-101A-3.

(2) AUTHORITY. A public corporation organized pursuant to this chapter.

(3) AUTHORIZING RESOLUTION. A resolution adopted by the governing body of an authorizing subdivision in accordance with Section 11-101A-3, that authorizes the incorporation of an authority under this chapter.

(4) AUTHORIZING SUBDIVISION. Each county and municipality with the governing body of which an application for the incorporation of an authority under this chapter is filed.

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

(6) BONDS. Any bonds authorized to be issued by an authority hereunder, including refunding bonds.

(7) CODE. The Code of Alabama 1975.

(8) COUNTY. Any county in the state.

(9) DIRECTOR. A member of the board of an authority.

(10) FEDERAL SECURITIES. Direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, or obligations issued by a person controlled or supervised by and acting as an instrumentality of the United States of America, the payment of the principal of, premium, if any, and interest on which is fully and unconditionally guaranteed as a full faith and credit obligation by the United States of America.

(11) FISCAL YEAR. A fiscal year of an authorizing subdivision.

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

(13) INCORPORATORS. The persons forming a public corporation organized pursuant to this chapter.

(14) INDENTURE. A mortgage, mortgage indenture, mortgage and trust indenture, or trust indenture executed by an authority as security for any of its securities.

(15) LEGISLATURE. The Legislature of the state.

(16) MUNICIPALITY. An incorporated city or town of the state.

(17) PRINCIPAL OFFICE. The place at which the certificate of incorporation and amendments thereto, the bylaws, and the minutes of the proceedings of the board of an authority are kept.

(18) PROJECT. Any land and any buildings or other improvements thereon and all real and personal properties deemed necessary in connection therewith, whether or not now in existence, which shall be suitable for use by the United States.

(19) SECURITIES. Bonds, notes, warrants, certificates of indebtedness, or other evidences of indebtedness, including, without limiting the generality of the foregoing, notes issued in anticipation of the sale of any of the foregoing.

(20) STATE. The State of Alabama.

(21) UNITED STATES. The United States of America or any of its departments, agencies, or instrumentalities.



(Act 2001-642, p. 1317, §1.)Section 11-101A-20

Section 11-101A-20
Investments.

(a) To the extent permitted by the contracts of the authority with the holders of its securities and if not otherwise specifically prohibited by any other provision of this chapter, the authority may invest any portion of the principal proceeds derived from the sale of any of its securities which is not then needed for any of the purposes for which the securities were authorized to be issued, the moneys held in any special fund created pursuant to any resolution or indenture authorizing or securing any of its securities, and any other moneys of the authority not then needed by it, in any of the following:

(1) Federal securities.

(2) Any debt securities that are direct obligations of any agency of the United States of America.

(3) Interest-bearing bank time deposits and interest-bearing bank certificates of deposit.

(4) Money market funds whose investments are restricted to federal securities.

(5) Repurchase agreements with respect to federal securities.

(b) Any securities, time deposits, or certificates of deposit in which any investment is made may, at any time, and from time to time, be sold or otherwise converted into cash. The income derived from those investments shall be disbursed on order of the board for any purpose for which the authority may lawfully expend funds.



(Act 2001-642, p. 1317, §1.)Section 11-101A-21

Section 11-101A-21
Exemption from taxation.

All properties of an authority, whether real, personal, or mixed, and the income therefrom, all securities issued by an authority and the income therefrom, and all indentures and other instruments executed as security therefor, all leases made pursuant to this chapter and all revenues derived from such leases, and all deeds and other documents executed by or delivered to an authority shall be exempt from any and all taxation by the state, or by any county, municipality, or other political subdivision of the state, including, but without limitation to, license and excise taxes imposed in respect of the privilege of engaging in any of the activities in which an authority may engage. An authority shall not be obligated to pay or allow any fees, taxes, or costs to the judge of probate of any county in respect of its incorporation, the amendment of its certificate of incorporation, or the recording of any document. The gross proceeds of the sale of any property used in the construction and equipment of any project for an authority, regardless of whether the sale is to the authority or any contractor or agent thereof, shall be exempt from the sales tax imposed by Article 1 (commencing with Section 40-23-1), Chapter 23, 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 sale by the state or any county, municipality, or other political subdivision or instrumentality thereof. Any property used in the construction and equipment of any project for an authority, regardless of whether the property has been purchased by the authority or any contractor or agent thereof, shall be exempt from the use tax imposed by Article 2 (commencing with Section 40-23-60), Chapter 23, Title 40, and all other use and similar excise taxes now or hereafter levied on or with respect to any property by the state or any county, municipality, or other political subdivision or instrumentality thereof.



(Act 2001-642, p. 1317, §1.)Section 11-101A-22

Section 11-101A-22
Applicability of certain competitive bidding provisions.

Articles 2 (commencing with Section 41-16-20) and 3 (commencing with Section 41-16-50), Chapter 16, Title 41, shall not apply to any authority, the members of its board, or any of its officers or employees.



(Act 2001-642, p. 1317, §1.)Section 11-101A-23

Section 11-101A-23
Public corporation.

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



(Act 2001-642, p. 1317, §1.)Section 11-101A-24

Section 11-101A-24
Dissolution.

At any time when the authority does not have any securities outstanding, and when there shall be no other obligations assumed by the authority that are then outstanding, the board may adopt a resolution, which shall be duly entered upon its minutes, declaring that the authority shall be dissolved. Upon the filing for record of a certified copy of the resolution in the office of the judge of probate of the county in which the certificate of incorporation of the authority was filed, the authority shall thereupon stand dissolved. In the event that the authority owned any assets or property at the time of its dissolution, the title to all its assets and property shall, subject to any constitutional provision to the contrary, vest in one or more counties or municipalities in such manner and interests as may be provided in the certificate of incorporation. If the certificate of incorporation contains no provision respecting the vesting of title to the assets and property of the authority, title to all assets and property shall, subject to any constitutional provision to the contrary, vest in its authorizing subdivisions as tenants in common.



(Act 2001-642, p. 1317, §1.)Section 11-101A-25

Section 11-101A-25
Effect of formation or dissolution on incorporation of another authority.

The formation or dissolution of one authority shall not prevent the subsequent incorporation of another authority pursuant to the authority granted by one or more of the same authorizing subdivisions.



(Act 2001-642, p. 1317, §1.)Section 11-101A-26

Section 11-101A-26
Authorities governed exclusively by chapter.

Any authority organized under this chapter shall, insofar as the subject matter of this chapter is concerned, be governed exclusively by this chapter, which shall not be construed in pari materia with any other statute.



(Act 2001-642, p. 1317, §1.)Section 11-101A-27

Section 11-101A-27
Construction of chapter.

This chapter shall not be construed as a restriction or limitation upon any power, right, or remedy which any county, municipality, or public corporation now in existence or hereafter formed may have in the absence of this chapter. The provisions of this chapter are cumulative and shall not be deemed to repeal existing laws, except to the extent those laws are clearly inconsistent with this chapter.



(Act 2001-642, p. 1317, §1.)Section 11-101A-3

Section 11-101A-3
Application to incorporate authority.

(a) In order to incorporate an authority pursuant to this chapter, any number of natural persons, not less than three, each of whom is a duly qualified elector of the county or municipality with the governing body of which an application is filed, or if there is more than one, at least one thereof, shall first file a written application with the governing body of any county or municipality, or any two or more thereof, which application shall:

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

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

(3) State the proposed location of the principal office of the authority, which shall be within the boundaries of the county or municipality with the governing body of which the application is filed, or, if there is more than one, at least one thereof.

(4) State that each of the applicants is a duly qualified elector of the county or municipality with the governing body of which the application is filed, or, if there is more than one, at least one thereof.

(5) Request that the governing body of the county or municipality adopt a resolution declaring that it is wise, expedient, and necessary that the proposed authority be formed, approving its certificate of incorporation, and authorizing the applicants to proceed to form the proposed authority by the filing for record of a certificate of incorporation in accordance with Section 11-101A-4. Every application shall be accompanied by the form of certificate of incorporation of the proposed authority and by other supporting documents or evidence the applicants may consider appropriate.

(b) As promptly as may be practicable after the filing of the application in accordance with this section, the governing body of each county and municipality with which the application was filed shall review the contents of the application and the accompanying form of certificate of incorporation, and shall adopt a resolution either denying the application or declaring that it is wise, expedient, and necessary that the proposed authority be formed, approving the form of its certificate of incorporation, and authorizing the applicants to proceed to form the proposed authority by the filing for record of the certificate of incorporation in accordance with Section 11-101A-4. The governing body of each county and municipality with which the application is filed shall also cause a copy of the application, and accompanying documents, to be included in the resolution or otherwise spread upon or made a part of the minutes of the meeting of the governing body at which final action upon the application is taken. No authority shall be formed unless the application required by this section is made and unless an authorizing resolution for which provision is made in this section is adopted by each authorizing subdivision.



(Act 2001-642, p. 1317, §1.)Section 11-101A-4

Section 11-101A-4
Incorporation of authority.

(a) Within 60 days following the adoption of the authorizing resolution, or, if there is more than one, the last adopted thereof, the applicants shall proceed to incorporate an authority by filing for record, in the office of the judge of probate of the county in which the principal office of the authority is to be located, a certificate of incorporation complying in form and substance with this action, being in the form and executed in the manner herein provided and being in the form approved by the governing body of each authorizing subdivision.

(b) In addition to any other provisions required by this chapter to be included therein, the certificate of incorporation of an authority shall state:

(1) The names of the incorporators, together with the address of the residence of each thereof, and that each of them is a duly qualified elector of the authorizing subdivision, or, if there is more than one, at least one thereof.

(2) The name of the authority, which shall be "The ______ Federal Building Authority," with the insertion of the name of one or more of the authorizing subdivisions, unless the Secretary of State determines that the name is identical to the name of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty, in which case the incorporators may insert additional identifying words to eliminate the duplication or similarity or adopt some other similar name that is available.

(3) The period for the duration of the authority. If the duration is to be perpetual, subject to Section 11-101A-24, that fact shall be stated.

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

(5) The location of the principal office of the authority, which shall be within the boundaries of the authorizing subdivision, or, if there is more than one, at least one thereon.

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

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

(8) The number of directors, which shall be an odd number not less than three, the duration of their respective terms of office, which shall not be in excess of six years, and, subject to Section 11-101A-6, the manner of their election or appointment.

(9) Any provisions, not inconsistent with Section 11-101A-24, relating to the vesting of title to its assets and properties upon its dissolution.

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

(c) The certificate of incorporation shall be signed and acknowledged by each of the incorporators before an officer authorized by the laws of the state to take acknowledgments to deeds. When the certificate of incorporation is filed for record, there shall be attached to it a certified copy of each authorizing resolution and a certificate by the Secretary of State that the name proposed for the authority is not identical to that of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty. Upon the filing for record of the certificate of incorporation and the documents required by the preceding sentence to be attached thereto, the authority shall come into existence and shall constitute a public corporation under the name set forth in its certificate of incorporation. The judge of probate shall record the certificate of incorporation in an appropriate book in his or her office and send a notice to the Secretary of State that the certificate of incorporation of the authority has been filed for record.



(Act 2001-642, p. 1317, §1.)Section 11-101A-5

Section 11-101A-5
Amendment to certificate of incorporation.

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

(b) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chair of the board and the secretary of the authority shall sign and file, with the governing body of each authorizing subdivision, a written application in the name and on behalf of the authority, requesting the governing body to adopt a resolution approving the proposed amendment, and accompanied by a certified copy of the resolution adopted by the board proposing the amendment to the certificate of incorporation, together with such documents in support of the application as the chair may consider appropriate. As promptly as may be practicable after the filing of the application with the governing body of an authorizing subdivision, the governing body shall review the application and shall adopt a resolution either denying the application or approving and authorizing the proposed amendment. The governing body of each authorizing subdivision with which any application is filed shall also cause a copy of the application and all accompanying documents to be included in the resolution or otherwise spread upon or made a part of the minutes of the meeting of the governing body at which final action upon the application is taken.

(c) Within 60 days following the adoption of a resolution approving the proposed amendment by the governing body of the authorizing subdivision, or, if there is more than one, the last adopted of the approving resolutions, the chair of the board and the secretary of the authority shall sign and file for record in the office of the judge of probate of the county in which the certificate of incorporation of the authority was originally filed a certificate in the name and on behalf of the authority reciting the adoption of the respective resolutions by the board and by the governing body of each authorizing subdivision and setting forth the proposed amendment. The judge of probate shall thereupon record the certificate in an appropriate book in his or her office. When the certificate has been filed and recorded, the amendment shall become effective, and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment.



(Act 2001-642, p. 1317, §1.)Section 11-101A-6

Section 11-101A-6
Board of directors.

(a) Each corporation shall be governed by a board of directors composed of the number of directors provided in the certificate of incorporation as most recently amended. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised by the board or pursuant to this authorization. Subject to the provisions of subdivision (8) of subsection (b) of Section 11-101A-4, the board shall consist of directors having those qualifications, being elected or appointed by that person or persons, including, without limitation, the board itself, one or more authorizing subdivisions, or other counties and municipalities, and other entities or organizations and in the manner, and serving for the terms of office, all as shall be specified in the certificate of incorporation of the authority. Notwithstanding the foregoing, no fewer than a majority of the directors shall be elected by the governing body or bodies of one or more of the authorizing subdivisions and the certificate of incorporation of each authority shall contain provisions having this effect. Directors elected or appointed by a municipality shall be nominated by the mayor and confirmed by the governing body of the municipality. Directors elected or appointed by a county shall be nominated by the chair of the county commission and confirmed by the governing body of the county. No elected official may serve as a director.

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

(c) Each director shall serve without compensation but shall be reimbursed for expenses actually incurred in and about the performance of his or her duties. A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board may be adjourned from time to time by a majority of the directors present. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the board. The board shall hold regular meetings at such times, if any, as may be provided in the bylaws of the authority, may hold other meetings at any time and from time to time upon such notice as may be required by the bylaws of the authority, and shall upon call of the chair of the board, or a majority of the total number of directors, hold a special meeting. Any matter on which the board is authorized to act may be acted upon at any regular, special, or called meeting. At the request of any director, the vote on any question before the board shall be taken by yeas and nays and entered upon the record. All resolutions adopted by the board shall constitute actions of the authority, and all proceedings of the board shall be reduced to writing, signed by the secretary of the authority, and recorded in a well-bound book. Copies of proceedings, when certified by the secretary of the authority, under the seal of the authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.

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



(Act 2001-642, p. 1317, §1.)Section 11-101A-7

Section 11-101A-7
Officers.

The officers of an authority shall consist of a chair of the board, a vice-chair of the board, a secretary, a treasurer, and such other officers as the board deems necessary or desirable. The chair and the vice-chair of the board shall be elected by the board from its membership but neither the secretary, the treasurer, nor any of the other officers of the authority need be a director. The offices of secretary and treasurer may be, but need not be, held by the same person. The officers of the authority shall be elected by the board for such terms as it deems advisable. The duties of the chair of the board, the vice-chair of the board, the secretary, and the treasurer shall be those that are customarily performed by those officers and as may be prescribed by the board. The duties of any other officers of the authority shall be those that are from time to time prescribed by the board.



(Act 2001-642, p. 1317, §1.)Section 11-101A-8

Section 11-101A-8
Powers of authority.

(a) In addition to all other powers granted elsewhere in this chapter, and subject to the express provisions of its certificate of incorporation, an authority shall have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form:

(1) To have succession by its corporate name for the duration of time, which may be in perpetuity, specified in its certificate of incorporation, or until dissolved as provided in Section 11-101A-24.

(2) To sue and be sued in its own name in civil suits and actions, and to defend suits and actions against it, subject, however, to Chapter 93 of this title, which chapter is hereby made applicable to the authority.

(3) To adopt, alter, amend, and repeal bylaws, regulations, and rules for the regulation and conduct of its affairs and business.

(4) To adopt and make use of a corporate seal and to alter the same at pleasure.

(5) To acquire, whether by purchase, construction, exchange, gift, lease, or otherwise and to improve, maintain, equip, and furnish one or more projects, including all real and personal properties which the board deems necessary in connection therewith, regardless of whether any projects are then in existence, at such place or places, within and without the boundaries of its authorizing subdivisions, as it considers necessary or advisable.

(6) To lease or otherwise make available its projects or other of its properties or assets, with or without charge, to the United States or to one or more of its authorizing subdivisions, for sublease to the United States, on such terms as the board deems appropriate, to charge and collect rent or other fees or charges therefor, if any, and to terminate any lease or other agreement upon the failure of the lessee or other party to comply with any of its obligations thereunder.

(7) To receive, acquire, take, and hold, whether by purchase, gift, transfer, foreclosure, lease, devise, option, or otherwise, real and personal property of every description, or any interest therein, and to manage, improve, and dispose of the same by any form of legal conveyance or transfer. Notwithstanding the foregoing, the authority shall not, without the prior approval of the governing body of each authorizing subdivision, dispose of all or substantially all its assets. The foregoing provision shall not be construed to require the prior approval of any governing body for the mortgage or pledge of all or substantially all its assets or for the foreclosure of any mortgage or sale or for any sale or other disposition thereunder.

(8) To mortgage, pledge, or otherwise convey its property and its revenues from any source, including, without limitation, any amounts payable to the authority by an authorizing subdivision in accordance with an agreement entered into pursuant to Section 11-101A-10.

(9) To borrow money in order to provide funds for any lawful corporate function, use, or purpose and, in evidence of such borrowing, to sell and issue interest-bearing securities in the manner provided and subject to the limitations set forth in this chapter.

(10) To pledge for payment of any of its securities its revenues from any source, including, without limitation, any amounts payable to the authority by an authorizing subdivision in accordance with an agreement entered into pursuant to Section 11-101A-10, and to mortgage or pledge any or all of its projects or other assets or properties or any part or parts thereof, whether then owned or thereafter acquired, as security for the payment of the principal of and the interest and premium, if any, on any securities so issued and any agreements made in connection therewith.

(11) To enter into agreements with any person, firm, or corporation for the management by the person, firm, or corporation on behalf of the authority of any of its projects or other properties or for the more efficient or economical performance of clerical, accounting, administrative, and other functions relating to its projects or other properties.

(12) To make all needful or appropriate rules and regulations for the conduct of any properties owned or operated by it and to alter those rules and regulations.

(13) To provide for any insurance the business of the authority requires.

(14) To receive and accept from any source aid or contributions in the form of money, property, labor, or other things of value, to be held, used, and applied to carry out the purposes of this chapter, subject to any lawful condition upon which any aid or contributions may be given or made.

(15) To enter into contracts with, to accept aid, loans, and grants from, to cooperate with, and to do any and all things not specifically prohibited by this chapter or the Constitution of Alabama of 1901, that may be necessary to avail itself of the aid and cooperation of the United States of America, the state, any county or municipality, or any agency, instrumentality, or political subdivision of any of the foregoing in furtherance of the purposes of this chapter; to give such assurances, contractual or otherwise, to or for the benefit of any of the foregoing as may be required in connection with, or as conditions precedent to the receipt of, any such aid, loan, or grant; and to take other action not in violation of law necessary to qualify the authority to receive funds appropriated by any of the foregoing.

(16) To give assurances, contractual or otherwise, and to make commitments and agreements necessary or desirable to preclude the exercise of any rights of recovery with respect to, or the forfeiture of title to, any of its projects or other property or any project or other property proposed to be acquired by it.

(17) To assume any obligations of any entity that conveys and transfers to the authority any project or other property, or interest therein, provided that those obligations appertain to the project, property, or interest so conveyed and transferred to the authority.

(18) To appoint, employ, contract with, and provide for the compensation of, such employees and agents, including, but not limited to, architects, attorneys, consultants, engineers, accountants, financial experts, fiscal agents, and other advisers, consultants, and agents as the business of the authority may require.

(19) To invest, in any trust fund established under and subject to the general laws of the state for investment or self-insurance purposes with investment authority as may be authorized by law for such trusts, any funds of the authority available therefor.

(20) To the extent permitted by its contracts with the holders of its securities, to purchase securities out of any of its funds or moneys available therefor and to hold, cancel, or resell those securities.

(21) To make any expenditure of any moneys under its control that would, if the authority were generally subject to state corporate income taxation, be considered an ordinary and necessary expense of the authority within the meaning of Section 40-18-35, and applicable regulations promulgated thereunder.

(22) To enter into such contracts, agreements, leases, and other instruments, and to take such other actions, as may be necessary or convenient to accomplish any purpose for which the authority was organized or to exercise any power expressly granted hereunder.

(b) The Legislature declares that no expenditure permitted by subdivision (21) of subsection (a) to be made by or on behalf of an authority shall be considered to be a lending of credit or a granting of public money or thing of value to or in aid of any individual, association, or corporation within the meaning of any constitutional or statutory provision. Nothing herein contained shall be construed as prohibiting or rendering unlawful any otherwise lawful expenditure made by or on behalf of an authority, solely because that expenditure is not expressly permitted by the terms of subdivision (21) of subsection (a).



(Act 2001-642, p. 1317, §1.)Section 11-101A-9

Section 11-101A-9
Eminent domain.

An authority shall have, in addition to all other powers granted elsewhere in this chapter, the same power of eminent domain as is vested by law in any authorizing subdivision, in the same manner, and under the same conditions as are provided by law for the exercise of the power of eminent domain by the authorizing subdivision.



(Act 2001-642, p. 1317, §1.)

USA Statutes : alabama