Usa Alabama

USA Statutes : alabama
Title : Title 11 COUNTIES AND MUNICIPAL CORPORATIONS.
Chapter : Title 3 Chapter 97 CONSTRUCTION AND IMPROVEMENT OF UTILITY SERVICES FACILITIES.
Section 11-97-1

Section 11-97-1
Legislative declarations and findings.

It is hereby found and declared as follows:

(1) That the health, safety and welfare of the people of this state require the provision of certain utility services, including water and sewer services;
(2) That it is necessary for the Legislature to provide additional methods by which the cities and counties in the state may provide new and improve existing utility services facilities;
(3) That historically a significant portion of the funding of the costs of construction of such utility services facilities has been provided through grants from the United States of America;
(4) That, in recent years, funds available to cities and counties from the United States of America for payment of costs of construction of utility services facilities has been substantially reduced, and it is anticipated that, in coming years, such funds may be further reduced or eliminated;
(5) That the result of the elimination of funding from the United States of America will be to place the entire burden of payment of costs of constructing and improving utility services facilities solely upon the cities and counties in the state;
(6) That the users of utility services facilities will be forced to pay increased charges in amounts sufficient to enable the cities and counties to provide funds to pay costs of constructing new and improved utility services facilities;
(7) That it may be impossible for cities and counties to raise rates with respect to the use of such utility services facilities to such levels as will provide funds sufficient to enable such cities and counties to pay substantially all of the costs of constructing and improving such utility services facilities;
(8) That the legislatures in other states of the United States of America, including surrounding states, have enacted or are considering legislation making available to cities and counties new and different methods of financing the costs of such utility services facilities, to the end that the entire burden of the loss of funds from the United States of America will not be placed directly on the users of such utility services in the form of substantially increased charges;
(9) That among the alternatives available to cities and counties in the construction of new and improved utility services facilities is the encouragement of private investment in the construction, ownership and operation of utility services facilities;
(10) That to the extent that the provision of utility services facilities in connection with private ownership and operation reduces the cost of service, the people of this state are greatly benefited by lower cost to the users of such utility services facilities;
(11) That to the extent that utility services charges in this state are substantially higher than in surrounding states, the industrial development of the state is adversely affected and the improvement of the quality of the environment of the state impeded.
The Legislature, therefore, finds and declares that it is necessary, desirable and in the public interest that additional and alternative methods of providing for the construction and improvement of certain utility services facilities be provided; and that the provisions of this chapter are in the public interest and promote the health, welfare and safety of the citizens of this state.



(Acts 1984, No. 84-314, p. 695, §1.)Section 11-97-10

Section 11-97-10
Security for payment of bonds; contracts and agreements to secure.

(a) Bonds issued by any corporation may, as its board may deem advisable, be either general obligations of such corporation or limited obligations payable only out of certain specified revenues or assets of such corporation; provided, that any corporation may enter into contracts with the holders of any of its bonds preventing such corporation from thereafter issuing general obligation bonds or limiting the amount of such bonds that may thereafter be issued. To the extent permitted by any contracts with the holders of outstanding bonds and any other contractual obligations or requirements, any corporation may pledge any of its revenues or mortgage or assign any of its assets, whether real or personal and whether tangible or intangible, to secure the payment of any of its bonds.

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

(1) Pledging all or any part of the revenues of such corporation to secure the payment of such bonds, subject to contracts with the holders of its then outstanding bonds;

(2) Pledging, assigning or mortgaging all or any part of the assets of such corporation to secure the payment of such bonds, subject to contracts with the holders of its then outstanding bonds;

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

(4) Limitations on the purpose to which the proceeds of sale of such bonds may be applied and pledging such proceeds to secure the payment of such bonds;

(5) Limitations on the issuance of additional bonds, the terms upon which additional bonds may be issued and secured and the refunding of outstanding bonds;

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

(7) The procedure, if any, by which the terms of any contract with the holders of such bonds may be amended or abrogated, the amount of bonds the holders of which must consent thereto and the manner in which such consent may be given;

(8) Limitations on the amount of moneys to be expended by such corporation for its operating expenses;

(9) Vesting in a trustee or trustees such property, rights, powers and duties as such corporation may determine;

(10) Defining the acts or omissions to act that shall constitute a default in the performance of the obligations and duties of such corporation to the holders of such bonds and providing for the rights and remedies of such holders in the event of such default; provided, however, that such rights and remedies shall not be inconsistent with the general laws of the state and the other provisions of this chapter; and

(11) Any other matters of like or different character which in any way affect the security or protection of the holders of such bonds.

(c) Any mortgage of property granted by any corporation, any security interest in property created by it or any assignment or pledge of revenues or contract rights made by it, in each case to secure the payment of its bonds, shall be valid and binding from the time when such mortgage is granted, such security interest is created or such assignment or pledge is made, as the case may be, and the property so mortgaged, the property with respect to which such security interest is so created and the revenues and contract rights so assigned or pledged shall immediately (or as soon thereafter as such corporation obtains any right thereto or interest therein) be subject to such mortgage, security interest, assignment or pledge, as the case may be, without physical delivery of any property, revenues or contract documents covered thereby or any further act, and the lien of any such mortgage, security interest, assignment or pledge shall be valid and binding as against all persons having claims of any kind in tort, contract or otherwise against such corporation, irrespective of whether such persons have actual notice thereof, from the time notice of such mortgage, security interest, assignment or pledge is filed for record (i) in the office of the judge of probate in which the certificate of incorporation of such corporation was filed for record and (ii) in the case of any mortgage or security interest covering any tangible property, whether real, personal or mixed, in the office of the judge of probate of the county in which such property is or is to be located pursuant to any agreement made by such corporation with any person respecting the location and use of such property. Such notice shall contain a statement of the existence of any such mortgage, security interest, assignment or pledge, as the case may be, a description of the property, revenues or contract rights subject thereto and a description of the bonds secured thereby, all in terms sufficient to give notice to a reasonably prudent person of the existence and effect of any such mortgage, security interest, assignment or pledge. If the requirements of the preceding sentence are met, such notice may consist of (i) a summary statement prepared specially for the purpose of serving as such notice, (ii) an executed counterpart of any mortgage, security agreement, assignment, trust indenture or any other instrument granting such mortgage, creating such security interest or making such assignment or pledge, as the case may be, or (iii) a certified copy of the resolution adopted by the board of such corporation authorizing such mortgage, security interest, assignment or pledge, as the case may be.

(d) Any corporation shall have power, subject to contracts with the holders of its then outstanding bonds, to purchase for retirement and cancellation any of its bonds and to use any of its available funds for such purpose, provided that, if such bonds are then redeemable, the purchase price thereof shall not exceed the redemption price then applicable, plus accrued interest thereon to the date of purchase, and if such bonds are not then redeemable, the purchase price thereof shall not exceed the redemption price applicable on the earliest date after such purchase upon which such bonds become subject to redemption, plus accrued interest thereon to the date of purchase.

(e) The bonds of any corporation may, at the discretion of such corporation, be issued under and secured by a trust indenture or trust indentures by and between such corporation and a corporate trustee, which may be any trust company or bank having the power of a trust company within or without the state. Any such trust indenture may contain such provisions for protecting and enforcing the rights and remedies of bondholders as may be reasonable and proper and not in violation of law, including covenants setting forth the duties of such corporation in relation to the exercise of its corporate powers and the custody, safeguarding and application of all moneys. Such authority may provide by any such trust indenture for the payment to the trustee thereunder or other depository of the proceeds of any bonds issued thereunder and any revenues pledged for the security of such proceeds and revenues, with such safeguards and restrictions as it may determine. All expenses incurred in connection with such trust indenture may be treated as part of the operating expenses of such corporation.

(f) Whether or not the bonds of any corporation are of such form and character as to be negotiable instruments under the terms of the Alabama Uniform Commercial Code, such bonds are hereby made negotiable instruments within the meaning of the Alabama Uniform Commercial Code and for all purposes thereof, subject only to any registration provisions of such bonds. In case any of the directors or officers of any corporation whose signatures appear on any bonds or coupons appertaining to any bond shall cease to be such directors or officers before the delivery of such bonds or coupons, such signatures shall, nevertheless, be valid and sufficient for all purposes to the same extent as if such directors or officers had remained in office until such delivery.

(g) The directors and officers of any corporation shall not be subject to any personal liability by reason of the issuance of any bonds of such corporation.



(Acts 1984, No. 84-314, p. 695, §10.)Section 11-97-11

Section 11-97-11
Proceeds from sale of bonds.

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



(Acts 1984, No. 84-314, p. 695, §11.)Section 11-97-12

Section 11-97-12
Refunding bonds.

(a) Any bonds issued or assumed by a corporation may from time to time be refunded by the issuance, by sale or exchange, of refunding bonds payable from the same or different sources for the purpose of paying all or any part of the principal of the bonds to be refunded, any redemption premium required to be paid as a condition to the redemption prior to maturity of any such bonds that are to be so redeemed in connection with such refunding, any accrued and unpaid interest on the bonds to be refunded, any interest to accrue on each bond to be refunded to the date on which it is to be paid, whether at maturity or by redemption prior to maturity, and the expenses incurred in connection with such refunding including, without limitation to, attorneys' fees, costs of printing the refunding bonds, financial advisors' fees and accountants' fees; provided, that unless such bonds are duly called for redemption pursuant to provisions contained therein, the holders of any such bonds then outstanding and proposed to be refunded shall not be compelled without their consent to surrender their outstanding bonds for such refunding. The issuance of such refunding bonds, the maturities and other details thereof, the rights of the holders thereof and the rights, duties and obligations of such corporation in respect thereof shall be governed by the provisions of this chapter relating to the issuance of bonds generally, to the extent that such provisions may be appropriate therefor.

(b) Refunding bonds issued by any corporation may be sold or exchanged for outstanding bonds issued under this chapter and, if sold, the proceeds thereof may be applied, in addition to any other authorized purposes, to the purchase, redemption or payment of such outstanding bonds. Pending the application of the proceeds of any such refunding bonds for any of the purposes provided in this section, such proceeds may be invested in any eligible investments pursuant to an escrow agreement providing for the future application of such proceeds in accordance with such purposes.



(Acts 1984, No. 84-314, p. 695, §12.)Section 11-97-13

Section 11-97-13
Freedom of corporation from supervision and control of state; applicability of certain laws regarding operation of facilities.

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

(b) Each corporation shall, however, be subject to the provisions of the laws of this state respecting the operation of facilities of the corporation, including particularly the provisions of Chapters 23, 25 and 26 of Title 22.



(Acts 1984, No. 84-314, p. 695, §13.)Section 11-97-14

Section 11-97-14
Power of eminent domain.

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



(Acts 1984, No. 84-314, p. 695, §14.)Section 11-97-15

Section 11-97-15
Contacts; cooperation; aid and agreements from other bodies.

(a) For the purpose of attaining the objectives of this chapter, any county, municipality or other political subdivision, public corporation, agency or instrumentality of the state, a county or municipality may, upon such terms and with or without consideration, as it may determine, do any or all of the following:

(1) Lend or donate money to any corporation or perform services for the benefit thereof;

(2) Donate, sell, convey, transfer, lease or grant to any corporation, without the necessity of authorization at any election of qualified voters, any property of any kind; and

(3) Do any and all things, whether or not specifically authorized in this section, not otherwise prohibited by law, that are necessary or convenient to aid and cooperate with any corporation in attaining the objectives of this chapter.

(b) Without in any way limiting the generality of the foregoing, any municipality, county or any political subdivision or agency of the state or of a county or municipality, a public corporation or any other entity is authorized to convey to the corporation, and the corporation in turn is authorized to convey to any person, any existing facility, it being hereby specifically declared that the agreement of any person to whom such conveyance is made to provide a facility or facilities that are in full compliance with all such applicable federal and state laws and regulations shall be deemed to be adequate consideration for any such transfer.



(Acts 1984, No. 84-314, p. 695, §15.)Section 11-97-16

Section 11-97-16
Utility services agreements; incurring indebtedness by governmental users; enforceability of utility services agreements.

(a) Any county or municipality, or any instrumentality of either thereof, if authorized by resolution or ordinance of its governing body, may enter into one or more utility services agreements with a provider or providers pursuant to which such provider or providers shall provide one or more utility services for, or for the benefit of, any such governmental user that is a party to such utility services agreement. Any such utility services agreement may provide for the purchase by the governmental user thereunder of all or any part of the capacity, capability or output of the facilities used to provide the applicable utility services. Since the receipt of utility services by a governmental user pursuant to a utility services agreement affords such governmental user the benefits of such utility services without the burdens of ownership and operation of the facilities for the provision of such utility services, and since the payments by such governmental user under such utility services agreement will constitute, in whole or in part, the source of repayment for any financing of the facilities for the provision of such utility services, any utility services agreement may provide (i) that the governmental user thereunder shall be obligated to make the payments required of it by such utility services agreement whether or not the applicable facilities are completed, operable or operating and notwithstanding the suspension, interruption, interference, reduction or curtailment of the capacity, capability or output, as in the case may be applicable, of such facilities or the utility services contracted for, the nonperformance or nondelivery of the utility services contracted for, or the inability, for any reason, of the governmental user to receive or partake of the utility services so contracted for, and (ii) that the payments by the governmental user under such utility services agreement shall not be subject to any reduction, whether by offset or otherwise, and shall not be conditioned upon the performance or nonperformance by the provider or providers under such utility services agreement. Any utility services agreement pursuant to which utility services are to be provided to more than one governmental user may also provide that if one or more of such governmental users shall default in the payment of its or their obligations thereunder, then in such event the other governmental user or users that are parties to such utility services agreement shall be required to accept and pay for, and shall be entitled proportionately to and may use or otherwise dispose of, the utility services (or the capacity, capability or output thereof) which was to be received by the defaulting governmental user. Any utility services agreement may provide that the obligation of any governmental user to make payments thereunder in respect of utility services shall be as absolute and unconditional as the obligation of such governmental user to repay money that it borrowed directly on its own credit for the purpose of financing the acquisition of facilities that would be used to provide utility services equivalent to those proposed to be provided pursuant to such utility services agreement. Any utility services agreement may extend for a period not exceeding 40 years from the date that such utility services agreement is entered into.

(b) It is hereby recognized that this chapter confers upon any governmental user the right to incur payment obligations under a utility services agreement that may constitute debt within the meaning of constitutional limitations and other applicable laws of the state, but, that fact notwithstanding, nothing contained in this chapter shall be construed

(1) To cause any such debt to lose any exemption from any constitutional debt limit to which, absent any claimed effect of any provision of this chapter, it would be entitled by virtue of the fact that it was incurred for the purpose of providing waterworks, sewers or sewerage, or

(2) To prevent any governmental user from entering into a utility services agreement which provides that payments thereunder due in any fiscal year shall be payable only out of the revenues received by such governmental user during such fiscal year.

(c) In the event of any failure or refusal on the part of any governmental user to perform punctually any covenant or obligation contained in any utility services agreement, the provider under such utility services agreement shall have the right (1) to recover damages from such governmental user through an action at law or (2) to enforce performance by such governmental user of such covenant or obligation through any legal or equitable process, including mandamus or specific performance.



(Acts 1984, No. 84-314, p. 695, §16.)Section 11-97-17

Section 11-97-17
Prior approval of utility services agreements and related agreements with governmental users; notice and public hearing.

(a) No utility services agreement or related agreements in connection with the acquisition, construction, equipment or operation of any facilities may be entered into by any governmental user pursuant to the provisions of this chapter unless the entering into of such utility services agreement and related agreements by such governmental user is approved by resolution adopted by the governing body of such governmental user in accordance with the provisions of this chapter; and any utility services agreement or related agreements entered into without prior compliance with the provisions of this section shall be void; provided, however, that no public hearing pursuant to the provisions of this section shall be required in connection with the entering into of any utility services agreement by Tannehill Furnace and Foundry Commission.

(b) No approval of any utility services agreement or related agreements by the governing body of any governmental user shall be effective for purposes of this chapter unless such approval is obtained in compliance with the provisions of this section. Prior to entering into any utility services agreement or related agreements, the governing body of any governmental user shall designate a place, date and time at which such governing body shall meet to consider all views expressed by the general public, whether in support or opposition, with respect to such utility services agreement, the utility services to be provided thereunder or any related agreements for the acquisition, construction, equipment or operation of facilities for provision of such utility services. The date of such meeting to hear the views of the general public shall be not less than three weeks after the date on which notice thereof is first published as hereinafter provided. Notice of such meeting shall be published once a week for three consecutive weeks in some newspaper published within the territorial boundaries of such governmental user in the event that the governmental user is a county or municipality, or within the territorial limits of the pertinent determining subdivision or subdivisions in the event that the governmental user is an instrumentality; provided, however, that if no newspaper is at the time being published within the territorial boundaries of such governmental user, or such determining subdivision or subdivisions, as in the case may be applicable, such notice shall be published in a newspaper which the governing body of such governmental user determines to have general circulation within the territorial boundaries of such governmental user or such determining subdivision or subdivisions, as in the case may be applicable; provided further that if no newspaper is at the time being published within the territorial boundaries of such governmental user or such determining subdivision or subdivisions, as in the case may be applicable, and if the governing body of such governmental user determines that there is no newspaper at the time having general circulation within the territorial boundaries of such governmental user or such determining subdivision or subdivisions, as in the case may be applicable, then such notice may be published by posting for three weeks in three public places within such territorial boundaries. Such notice shall be deemed to comply with the requirements of this chapter if it contains (1) a statement of the intention of the governing body of such governmental user to meet at the designated place, date and time for the purpose of hearing and considering the views of the general public with respect to the approval by such governing body of the entering into of the utility services agreement and related agreements in question, (2) a brief description of such utility services agreement and related agreements and (3) the proposed street address of the facilities for the provision of the utility services in question or such other description of the proposed location thereof as will be intelligible to the general public.

At the meeting with respect to which such notice is published, the governing body of the governmental user shall hear and consider the views of all persons desiring to be heard and may thereafter at the same meeting adopt a resolution expressing its final approval or disapproval of the entering into such utility services agreement and related agreements. Instead of taking final action with respect to such utility services agreement and related agreements at the first meeting held to hear the views of the general public, such governing body may defer such action to a subsequent meeting, and it may also continue to hear the views of the general public with respect to such utility services agreement and related agreements during one or more subsequent meetings until it takes such final action, but it may not take any final action with respect to the approval or disapproval of such utility services agreement and related agreements, or conduct other hearings with respect thereto, at any subsequent meeting unless (1) such subsequent meeting is a regular meeting of such governing body or a valid adjournment thereof and (2) at the preceding meeting at which such utility services agreement and related agreements were last considered, such subsequent meeting was publicly designated by such governing body as the place, date and time to which further consideration of such utility services agreement and related agreements was to be continued.

The decision of the governing body of any governmental user to grant or refuse any approval of the entering into of any utility services agreement or related agreements required by the provisions of this chapter shall be within the sole discretion of such governing body, and, except to the extent affected by fraud, bribery or other unlawful conduct, the reasonableness or fairness of such governing body in approving or refusing to approve the entering into of any such utility services agreement and related agreements shall not be the subject of any case, controversy or inquiry brought before any court of the state.



(Acts 1984, No. 84-314, p. 695, §17; Acts 1984, 2nd Ex. Sess., No. 85-45, §1.)Section 11-97-18

Section 11-97-18
Exemption from taxation.

(a) Every corporation shall exercise its powers in all respects for the benefit of the people of the state, for their well being and for the improvement of their health, welfare and social condition, and the exemptions from taxation hereinafter described are hereby granted in order to promote the more effective and economical exercise of such powers.

(b) No income, sales, use or other excise or license tax shall be levied upon or collected in the state with respect to any corporate activities of a corporation or any of its revenues, income or profit. No ad valorem tax or assessment for any public improvement shall be levied upon or collected in the state with respect to any property during any time that title to such property is held by a corporation, including, without limiting the generality of the foregoing, any time that such property is leased to a provider by a corporation pursuant to a lease which provides that title to such property shall automatically pass to such provider upon expiration of the lease term or which gives such provider the right to purchase such property from such authority for a nominal consideration and any time that title to such property is retained by a corporation pursuant to a contract of sale with a provider which provides that title to such property shall not pass to such provider until the purchase price thereof has been paid in full; provided that any corporation may require any provider to pay to such corporation or to any county, municipality or the state payments in lieu of any such ad valorem taxes that would be payable with respect to such property but for the application of the provisions of this section.

(c) No privilege or license taxes payable in respect of the recording or filing for record of any mortgage, deed or other instrument, including, without limitation, the privilege taxes now imposed by Chapter 22 of Title 40, shall be levied, charged or collected in connection with the recording or filing for record of any mortgage, deed or other instrument evidencing a conveyance to or the creation of any property interest in a corporation, any agreement or instrument to which a corporation is a party, and any mortgage, deed or other instrument evidencing a conveyance from a corporation to another party or the creation by a corporation of any property interest in another party.

(d) If, pursuant to any contractual agreement between a corporation and a provider, any facility has been or is to be acquired by such corporation and leased or sold to such provider or has been or is to be financed by a loan from such corporation, then in such case the gross proceeds of the sale of any property used in the construction and equipment of such facility, regardless of whether such sale is to such corporation, such provider or any contractor or agent of either thereof, shall be exempt from the sales tax imposed by Article 1 of Chapter 23 of Title 40 and from all other sales and similar excise taxes now or hereafter levied on or with respect to the gross proceeds of any such sale by the state or any county, municipality or other political subdivision or instrumentality of any thereof. Further, if, pursuant to any contractual arrangement between a corporation and a provider, any facility has been or is to be acquired by such corporation and leased or sold to such provider or has been or is to be financed by a loan from such corporation, then in such case any property used in the construction and equipment of such facility, regardless of whether such property has been purchased by such corporation, such provider or any contractor or agent of either thereof, shall be exempt from the use tax imposed by Article 2 of Chapter 23 of Title 40 and all other use and similar excise taxes now or hereafter levied on or with respect to any such property by the state or any county, municipality or other political subdivision or instrumentality of any thereof.

(e) All bonds issued by any corporation, their transfer and the income therefrom, including the interest income thereon and any profits made on the sale thereof, shall at all times be free from taxation by the state or any county, municipality or other political subdivision or instrumentality of the state, excepting inheritance, estate and gift taxes.



(Acts 1984, No. 84-314, p. 695, §18.)Section 11-97-19

Section 11-97-19
Exemption from usury and interest laws.

Any corporation and all contracts made by it shall be exempt from the laws of the State of Alabama governing usury or prescribing or limiting interest rates, including, but without limitation to, the provisions of Chapter 8 of Title 8. Further, any payment payable directly or indirectly by any provider pursuant to any lease, installment sale contract, loan agreement or other contract to which a corporation is a party, any payment pursuant to any utility service agreement or any payment pursuant to any other obligation constituting the source of payment for any obligation of a corporation which, in any such case under the laws of the state in effect at the time, constitutes interest, or a payment in the nature of interest, shall be exempt from all such laws of the state governing usury or prescribing or limiting interest rates.



(Acts 1984, No. 84-314, p. 695, §19.)Section 11-97-2

Section 11-97-2
Definitions.

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

(1) APPLICANT. A natural person who files a written application with the governing body of any county or municipality in accordance with the provisions of Section 11-97-3 hereof.

(2) AUTHORIZING RESOLUTION. A resolution of ordinance adopted by the governing body of any county or municipality in accordance with the provisions of Section 11-97-3 hereof, that authorizes the incorporation of a corporation.

(3) BOARD. The board of directors of a corporation.

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

(5) CORPORATION. Any public corporation organized pursuant to the provisions of this chapter.

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

(7) COUNTY. Any county in the state.

(8) DETERMINING COUNTY. With respect to a corporation, any county the governing body of which shall have made findings and determinations of fact pertaining to the organization of such corporation in accordance with the provisions of Section 11-97-3.

(9) DETERMINING MUNICIPALITY. With respect to a corporation, any municipality the governing body of which shall have made findings and determinations of fact pertaining to the organization of such corporation, in accordance with the provisions of Section 11-97-3.

(10) DETERMINING SUBDIVISION. With respect to a corporation, any determining county or determining municipality and, with respect to an instrumentality, the county or municipality or combination thereof whose governing body is empowered to incorporate or otherwise establish such instrumentality.

(11) DIRECTOR. A member of the board of a corporation.

(12) ELIGIBLE INVESTMENT. Includes:

a. Any time deposit with, or any certificate of deposit issued by, (i) any bank which is organized under the laws of the United States of America or any state thereof and deposits in which are insured by the Federal Deposit Insurance Corporation or any department, agency or instrumentality of the United States of America that may succeed to the functions of such corporation or (ii) any savings and loan association which is organized under the laws of the United States of America or any state thereof and deposits in which are insured by the Federal Savings and Loan Insurance Corporation or any department, agency or instrumentality of the United States of America that may succeed to the functions of such corporation;

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

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

d. Any debt securities that are direct, general obligations of any agencies or instrumentalities of the United States of America, including the following: the Export-Import Banks of the United States, the Federal Farm Credit Banks, the Federal Land Banks, the Federal Intermediate Credit Banks, the Banks for Cooperatives, the Federal Home Loan Banks (including any joint obligations of any two or more of the foregoing agencies), the Federal Home Loan Mortgage Corporation (including participation certificates of the last named agency), the Government National Mortgage Association (including participation certificates of the last named agency), the Tennessee Valley Authority, the Federal Reimbursement Bank and the Farmers Home Administration;

e. Any debt securities that are direct, general obligations of the Federal National Mortgage Association;

f. Prime commercial paper or finance company paper which is rated not less than prime one or the equivalent thereof by Moody's Investors Service, Inc., or Standard & Poor's Corporation, or their successors;

g. Units of investment in any money market fund which is rated not less favorably than A (or the equivalent thereof) by Moody's Investors Service, Inc., or Standard & Poor's Corporation, or their successors; and

h. Any debt obligation in which an insurance company organized under the laws of the state may legally invest its money at the time of investment by an authority.

(13) FACILITY. Property or collections of property used to provide utility services, including all land, rights-of-way, property rights, franchise rights, buildings and other structures, machinery, equipment, vehicles, furniture, fixtures, reservoirs, wells, intakes, mains, laterals, pipes, aqueducts and all other property, rights, easements and interests necessary or desirable in connection therewith.

(14) GOVERNING BODY. With respect to a municipality, its city or town council, board of commissioners, or other like governing body exercising the legislative functions of a municipality and, with respect to a county, its county commission or other like governing body exercising the legislative functions of a county and, with respect to an instrumentality or Tannehill Furnace and Foundry Commission, its board of directors or other like governing body duly constituted to exercise the ultimate decision-making functions of such instrumentality or said Tannehill Furnace and Foundry Commission, as the case may be.

(15) GOVERNMENTAL USER. Any county or municipality, or any instrumentality of either thereof (including, without limitation to, any corporation incorporated hereunder) or Tannehill Furnace and Foundry Commission, that receives, participates in or otherwise partakes of utility services pursuant to a utility services agreement.

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

(17) INSTRUMENTALITY. With respect to any county or municipality, any public corporation, public authority, board, commission or other similar body that is incorporated, established or controlled by such county or municipality.

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

(19) PERSON. Any natural person, public or private corporation (including, without limitation to, any corporation incorporated hereunder), partnership, trust, foundation, government or governmental body, political subdivision or other legal entity.

(20) PROVIDER. Any person that provides utility services to any user pursuant to a utility services agreement.

(21) REVENUES. All rentals, receipts, income and other charges derived or received or to be derived or received by the corporation, from any of the following: the operation by the corporation of a facility or facilities, or part of either thereof; the sale, including installment sales or conditional sales, lease, sublease or use or other disposition of any facility or portion thereof; repayment of any loan with respect to any facility or the operation thereof; contracts, agreements or franchises with respect to a facility (or portion thereof); any gift or grant; proceeds of bonds to the extent of use thereof for payment of principal of, interest or premium, if any, on the bonds is authorized by the corporation; proceeds from any insurance, condemnation or guaranty pertaining to a facility or property mortgaged to secure bonds or pertaining to the financing of a facility; and income and profit from the investment of the proceeds of bonds or of any revenues.

(22) STATE. The State of Alabama.

(23) TANNEHILL FURNACE AND FOUNDRY COMMISSION. The "Tannehill Furnace and Foundry Commission" created under Article 10 of Chapter 9 of Title 41.

(24) UTILITY SERVICES. Any services for (i) the collection, treatment and delivery of water, whether such water is used for human consumption or industrial use, and (ii) the collection, treatment and disposal of sewage, wastewater, industrial effluent or other fluid waste.

(25) UTILITY SERVICES AGREEMENT. Any agreement between or among one or more users and one or more providers, whether such agreement is in the form of a lease, a service contract, a contract of sale or in any other form, pursuant to which a provider or providers shall agree to provide one or more utility services to, or for the benefit of, such user or users under circumstances in which the facilities for the provision of such utility services are financed, in whole or in part, by a corporation.

(26) USER. Any person that receives, participates in or otherwise partakes of utility services pursuant to a utility services agreement, and includes any governmental user.



(Acts 1984, No. 84-314, p. 695, §2.)Section 11-97-20

Section 11-97-20
Exemption from competitive bid laws.

Any corporation and all contracts made by it shall be exempt from the laws of the state requiring competitive bids for any contract to be entered into by counties, municipalities, public corporations or other instrumentalities authorized by them, including, but without limitation to, the provisions of Article 3 of Chapter 16 of Title 41. Further, all contracts, whether or not involving any corporation as a party thereto, which relate to the design, construction, acquisition, financing or operation of any facilities that are financed, in whole or in part, by any corporation pursuant to the provisions of this chapter (including, without limitation, utility services agreements and contracts for the design, construction and equipment of such facilities) shall be exempt from (1) such laws requiring competitive bids for any contract to be entered into by counties, municipalities, public corporations or other instrumentalities authorized by them, including, but without limitation to, the provisions of Article 3 of Chapter 16 of Title 41, and (2) the laws of the state limiting the duration of any contracts for the purchase of personal property or contractual services by counties, municipalities, public corporations or other instrumentalities authorized by them, including, without limitation to, the provisions of Article 3 of Chapter 16 of Title 41.



(Acts 1984, No. 84-314, p. 695, §20.)Section 11-97-21

Section 11-97-21
Disposition of net earnings of corporation.

Every corporation shall be a nonprofit public corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any private person, except that in the event a board shall determine that sufficient provision has been made for the full payment of the expenses, bonds and other obligations of a corporation, then any net earnings of a corporation thereafter accruing shall be paid to its determining subdivision.



(Acts 1984, No. 84-314, p. 695, §21.)Section 11-97-22

Section 11-97-22
Bonds of corporation as legal investments.

The bonds of any corporation shall be legal investments in which the state and its agencies and instrumentalities, all counties, municipalities and other political subdivisions of the state and public corporations organized under the laws thereof, all insurance companies and associations and other persons carrying on an insurance business, all banks, savings banks, savings and loan associations, trust companies, credit unions and investment companies of any kind, all administrators, guardians, executors, trustees and other fiduciaries, and all other persons whatsoever are now or may hereafter be authorized to invest in bonds or other obligations of the state, may properly and legally invest funds in their control or belonging to them.



(Acts 1984, No. 84-314, p. 695, §22.)Section 11-97-23

Section 11-97-23
Dissolution of corporation; vesting of title to corporation's property in determining subdivision.

At any time when any corporation has no bonds or other obligations outstanding and when there shall be no other obligations assumed by such corporation that are then outstanding, the board of such corporation may adopt a resolution, which shall be duly entered upon its minutes, declaring that the corporation shall be dissolved. Upon filing for record of a certified copy of the said resolution in the office of the judge of probate with which the corporation's certificate of incorporation was filed, the corporation shall thereupon stand dissolved and, in the event it owned any assets or property at the time of its dissolution, the title to all such assets or property shall thereupon vest in the determining subdivision.



(Acts 1984, No. 84-314, p. 695, §23.)Section 11-97-24

Section 11-97-24
Incorporation of another corporation by same determining subdivision.

The formation or dissolution of one or more corporations incorporated under the provisions of this chapter shall not prevent the subsequent incorporation hereunder of other corporations pursuant to authorization by the same determining subdivision.



(Acts 1984, No. 84-314, p. 695, §24.)Section 11-97-25

Section 11-97-25
Notice of bond resolution; contest to validity of bonds, etc.

(a) Upon the adoption by the board of any corporation of any resolution providing for the issuance of bonds, such corporation may, in the discretion of its board, cause a notice respecting the issuance of such bonds to be published once a week for two consecutive weeks in each county in which shall be located any facility financed or in any way assisted by the issuance of such bonds, such publication in each such county to be in a newspaper having general circulation therein. Such notice shall be in substantially the following form (the blanks being properly filled in), at the end of which shall be printed the name and title of either the chairman or secretary of such corporation:

"_______, a public corporation and instrumentality of the State of Alabama, on the ______ day of _____, authorized the issuance of $_____ principal amount of bonds (or notes or other obligations, as the case may be) of the said public corporation for purposes authorized in the act of the Legislature of Alabama under which the said public corporation was organized. Any action or proceeding questioning or contesting the validity of the said bonds (or notes or other obligations), or the instruments securing the same, or the proceedings authorizing the same, must be commenced on or before _____ (here insert date determined in accordance with the provisions of subsection (b) of this section)."

(b) The date stated in such notice as the date on or before which any action or proceeding questioning or contesting the validity of the bonds referred to therein must be commenced shall be a date at least 30 days after the date on which occurs the last publication of such notice necessary for it to have been published at least once in all counties in which it is required to be published. Any action or proceeding in any court to set aside or question the proceedings for the issuance of the bonds referred to in such notice or to contest the validity of any such bonds, or the validity of any instruments securing the same, must be commenced on or before the date determined in accordance with the preceding sentence and stated in such notice as the date on or before which any such action or proceeding must be commenced. After such date no right of action or defense shall be asserted questioning or contesting the validity of such bonds, or the instruments securing the same, or the proceedings authorizing the same, nor shall the validity of such bonds or such instruments or proceedings be open to question in any court on any ground whatsoever, except in an action or proceeding commenced on or before such date.



(Acts 1984, No. 84-314, p. 695, §25.)Section 11-97-26

Section 11-97-26
Provisions cumulative.

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



(Acts 1984, No. 84-314, p. 695, §26.)Section 11-97-27

Section 11-97-27
Liberal construction.

This chapter shall be construed liberally to effect its purposes and neither this chapter nor anything herein contained is or shall be construed as a restriction or limitation upon any powers which any corporation might otherwise have under any laws of the state, and the provisions of this chapter are cumulative to any such powers.

This chapter does and shall be construed to provide a complete, additional and alternative method for the doing of the things authorized thereby and shall be regarded as supplemental and additional to other laws. However, the issuance of bonds of any corporation under the provisions of this chapter need not comply with the requirements of any other law of the state generally applicable to the issuance of bonds, notes and other obligations by other public corporations organized under the laws of the state.



(Acts 1984, No. 84-314, p. 695, §27.)Section 11-97-3

Section 11-97-3
Filing of application for incorporation of corporation; authorization of incorporation by governing body of county or municipality.

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

(1) Contain a statement that the applicants propose to incorporate a corporation pursuant to the provisions of this chapter;
(2) State the proposed location of the principal office of the corporation;
(3) State that each of the applicants is a duly qualified elector of the county or the municipality with whose governing body such application is filed; and
(4) Request that the governing body of such county or municipality adopt a resolution declaring that it is wise, expedient, necessary or advisable that the proposed corporation be formed and authorizing the applicants to proceed to form the proposed corporation by the filing for record of a certificate of incorporation in accordance with the provisions of Section 11-97-4.
Every such application shall be accompanied by such supporting documents or evidence as the applicants may consider appropriate. As promptly as may be practicable after the filing of the application with it in accordance with the provisions of this section, the governing body of the county or the municipality with which the application was filed shall review the contents of the application, and shall adopt a resolution either denying the application or declaring that it is wise, expedient, necessary or advisable that the proposed corporation be formed and authorizing the applicants to proceed to form the proposed corporation by the filing for record of a certificate of incorporation in accordance with the provisions of Section 11-97-4. The governing body with which the application is filed shall also cause a copy of the application to be spread upon or otherwise made a part of the minutes of the meeting of such governing body at which final action upon said application is taken.



(Acts 1984, No. 84-314, p. 695, §3.)Section 11-97-4

Section 11-97-4
Incorporation procedure; contents, execution and filing of certificate of incorporation.

(a) Within 40 days following the adoption of an authorizing resolution the applicants shall proceed to incorporate a corporation by filing for record in the office of the judge of probate of the county or one of the counties in which the determining subdivision is located a certificate of incorporation which shall comply in form and substance with the requirements of this section and which shall be in the form and executed in the manner herein provided.

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

(1) The names of the persons forming the corporation, and that each of them is a duly qualified elector of the determining subdivision;

(2) The name of the corporation [which shall be "The Governmental Utility Services Corporation of ___________," with the insertion of the name of the determining subdivision (which name may include additional wording identifying the region served by the facility), unless the Secretary of State shall determine that such name is identical to the name of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty, in which case the incorporators may insert additional identifying words so as to eliminate said duplication or similarity];

(3) The period for the duration of the corporation (if the duration is to be perpetual, subject to the provisions of Section 11-97-23 hereof, that fact shall be stated);

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

(5) The location of the principal office of the corporation, which shall be within the boundaries of the determining subdivision;

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

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

(c) The certificate of incorporation shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgments to deeds. When the certificate of incorporation is filed for record, there shall be attached to it (1) a copy of the application as filed with the governing body of the determining subdivision in accordance with the provisions of Section 11-97-3, (2) a certified copy of the authorizing resolution adopted by the governing body of the determining subdivision, and (3) 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.

(d) Upon the filing for record of the said certificate of incorporation and the documents required by the preceding sentence to be attached thereto, the corporation shall come into existence and shall constitute a public corporation under the name set forth in said certificate of incorporation. The judge of probate shall thereupon send a notice to the Secretary of State that the certificate of incorporation of the corporation has been filed for record.

(e) The authorization of the incorporation of one corporation shall not preclude the authorization by the governing body of any determining subdivision of the incorporation of other such authorities; provided, that such other corporations shall be required to adopt names or designations sufficient to distinguish them from any corporation theretofore incorporated.



(Acts 1984, No. 84-314, p. 695, §4.)Section 11-97-5

Section 11-97-5
Amendments to certificate of incorporation.

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

After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the corporation, the chairman of the board and the secretary of the corporation shall sign and file a written application in the name of and on behalf of the corporation, under its seal, with the governing body of the determining subdivision, requesting such governing body to adopt a resolution approving the proposed amendment, and accompanied by a certified copy of the said resolution adopted by the board proposing the said amendment to the certificate of incorporation, together with such documents in support of the application as the said chairman may consider appropriate. As promptly as may be practicable after the filing of the said application with the governing body of the determining subdivision pursuant to the foregoing provisions of this section, that governing body shall review the said application and shall find and determine whether it is wise, expedient, necessary or advisable for the said amendment to be made. In finding and determining whether it is wise, expedient, necessary or advisable for the said amendment to be made, the said governing body may consider, in conjunction with any other factors it may deem relevant, alternative means of accomplishing any lawful objective or purpose of the said amendment affecting the public interest. If the said governing body finds and determines that it is wise, expedient, necessary or advisable for the said amendment to be made, it shall adopt a resolution declaring that it has reviewed the said application and has found and determined as a matter of fact that it is wise, expedient, necessary or advisable for the said amendment to be made; if the said governing body finds and determines that it is not wise, expedient, necessary or advisable for the said amendment to be made, it shall deny the application. Such governing body shall also cause a copy of the said application and all accompanying documents to be spread upon or otherwise made a part of the minutes of the meeting of said governing body at which final action upon the said application is taken.

Within 40 days following the adoption by the governing body of the determining subdivision of a resolution finding and determining as a matter of fact that it is wise, expedient, necessary or advisable for said amendment to be made, the chairman of the board of the corporation and the secretary of the corporation shall sign, and file for record in the office of the judge of probate with which the certificate of incorporation of the corporation was originally filed a certificate in the name of and in behalf of the corporation, under its seal, reciting the adoption of said respective resolutions by the board and by the said governing body and setting forth the said proposed amendment. If the proposed amendment provides for a change in the name of the corporation, there shall be filed, together with the certificate required by the immediately preceding sentence, a certificate by the Secretary of State showing that the proposed new name of the corporation is not identical to that of any other corporation then in existence and organized under the laws of the state or so nearly similar to that of any other such corporation as to lead to confusion and uncertainty. The judge of probate shall promptly examine each such certificate and shall determine whether it is complete and regular on its face and whether the proposed amendment complies with the provisions of this chapter. If the judge of probate shall find that each such certificate is complete and regular on its face and that the proposed amendment complies with the provisions of this chapter, he shall require each such certificate to be recorded in the permanent records maintained in his office. Upon the filing of the aforesaid certificates, the said amendment to the certificate of incorporation shall become effective. If the proposed amendment effects a change in the name of the corporation, the judge of probate shall promptly send a notice to the Secretary of State, advising him of such change. No certificate of incorporation of a corporation shall be amended except in the manner provided in this section.



(Acts 1984, No. 84-314, p. 695, §5.)Section 11-97-6

Section 11-97-6
Board of directors of corporation; election; terms of office; vacancies; qualifications; expenses; impeachment.

(a) Each corporation shall be governed by a board of directors. All powers of the corporation shall be exercised by the board or pursuant to its authorization. The board shall consist of three directors who shall be elected by the governing body of the determining subdivision for staggered terms as hereinafter provided. The governing body of the determining subdivision shall specify for which term each director is elected. The initial term of office of one director shall begin immediately upon his election and shall end at 12:01 o'clock, A.M., on January 1 of the first succeeding odd-numbered calendar year following his election. The initial term of office of another director shall begin immediately upon his election and shall end at 12:01 o'clock, A.M., on January 1 of the second succeeding odd-numbered calendar year following his election. The initial term of the remaining director shall begin immediately upon his election and shall end at 12:01 o'clock, A.M., on January 1 of the third succeeding odd-numbered calendar year following his election. Thereafter, the term of office of each such director shall be six years. If at any time there should be a vacancy on the board, a successor director to serve for the unexpired term applicable to such vacancy shall be elected by the governing body of the determining subdivision. If the term of office being served by any director shall expire prior to the election of such director for a new term or prior to the election of his successor by the governing body of the determining subdivision, such director shall continue to serve until his successor is elected and qualified, and if such director is elected for a new term after the expiration of the immediately preceding term which he has been serving, his new term of office shall be deemed to have commenced as of the expiration of such immediately preceding term.

(b) Any officer of the determining subdivision shall be eligible for appointment and may serve as a member of the board for the term for which he is appointed or during his tenure as an officer of the determining subdivision, whichever expires first, but he shall not receive a fee for his services; provided, however, that at no time shall the board consist of more than one officer of the determining subdivision. Each director must be a duly qualified elector of the determining subdivision. Directors shall be eligible for reelection. Each director shall be reimbursed for expenses actually incurred by him in and about the performance of his duties. No director shall vote on or participate in the discussion or consideration of any matter coming before the board in which he, his immediate family or any business enterprise with which he is associated has any direct or indirect pecuniary interest; provided, however, that when any such matter is brought before the board, any director having an interest therein which may be in conflict with his obligations as a director shall immediately make a complete disclosure to the board of any direct or indirect pecuniary interest he may have in such matter prior to removing himself and withdrawing from the board's deliberations and vote on the matter presented.

(c) A majority of the directors shall constitute a quorum for the transaction of business. No vacancy in the membership of the board or the voluntary disqualification or abstention of any member thereof shall impair the right of a quorum to exercise all of the powers and duties of the corporation.

(d) Any director of the corporation 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, or successor provision thereof, and the general laws of the state for impeachment and removal of the officers mentioned in Section 175, or successor provision thereof.

(e) All proceedings of the board shall be reduced to writing by the secretary of the corporation and maintained in the permanent records of the corporation. Copies of such proceedings, when certified by the secretary of the corporation under the seal of the corporation, shall be received in all courts as evidence of the matters therein certified.



(Acts 1984, No. 84-314, p. 695, §6.)Section 11-97-7

Section 11-97-7
Officers of corporation.

The officers of a corporation shall consist of a chairman, a vice-chairman, a secretary, a treasurer and such other officers as its board shall deem necessary or appropriate. The offices of secretary and treasurer may but need not be held by the same person. The chairman and vice-chairman of a corporation shall be elected by the board from the membership thereof; the secretary, the treasurer, and any other officers of the corporation may but need not be members of the board and shall also be elected by the board. The chairman, vice-chairman, secretary and treasurer of the corporation shall also be the chairman, vice-chairman, secretary and treasurer of the board, respectively.



(Acts 1984, No. 84-314, p. 695, §7.)Section 11-97-8

Section 11-97-8
Powers of corporation; location of facilities of corporation.

(a) Every corporation shall have all of the powers necessary and convenient to carry out and effectuate the purposes and provisions of this chapter, including (without limiting the generality of the foregoing) the following powers:

(1) To have succession in its corporate name for the duration of time (which may be in perpetuity, subject to the provisions of Section 11-97-22 hereof) specified in its certificate of incorporation;

(2) To sue and be sued in its own name in civil suits and actions and to defend suits against it;

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

(4) To adopt, alter and repeal bylaws, regulations and rules, not inconsistent with the provisions of this chapter, for the regulation and conduct of its affairs and business;

(5) To acquire, whether by gift, purchase, transfer, foreclosure, lease or otherwise, to construct and to expand, improve, operate, maintain, equip and furnish one or more facilities, including all real and personal properties that its board may deem necessary in connection therewith, regardless of whether or not any such facility shall then be in existence and, if in existence, regardless of whether or not any such facility is then owned or leased by any person to which such facility may subsequently be sold or leased by such corporation;

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

(7) To lease to any person or persons all or any part of any facility or facilities that are or are to be owned by it, to charge and collect rent therefor and to terminate any such lease upon the failure of the lessee to comply with any of the obligations thereof, all upon such terms and conditions as its board may deem advisable;

(8) To contract to sell, convey or dispose of and to sell, convey or dispose of all or any part of a facility (including but not limited to the granting of options to purchase a facility to any person), all for such consideration and upon such terms and conditions as its board may deem advisable;

(9) In connection with the financing of the acquisition, construction or operation of one or more facilities, to lend, upon such terms and conditions as its board may deem advisable, all or any portion of the proceeds derived from the issuance of its bonds for one or more or any combination of the following purposes:

a. To enable such person to borrow an amount not substantially in excess of the equity (determined on any basis not resulting in a higher value for any facility in question than the estimated replacement cost or the appraised market value thereof, whichever may be greater) which such person may then have in any facility or facilities;

b. To enable such person to refinance any outstanding indebtedness incurred or assumed in connection with the acquisition, improvement or operation of any existing facility or facilities;

c. To enable such person to finance the costs of acquiring, by purchase, construction or otherwise, one or more facilities and/or the costs of expanding or improving one or more facilities, regardless of whether any such facility has theretofore been owned or leased by such person or is to be acquired or leased by such person; and

d. To enable such person to borrow working capital for use in the operation of one or more facilities.

(10) To pledge for payment of any bonds issued or assumed by the corporation any revenues from which such bonds are payable as herein provided, and to mortgage or pledge any or all of its facilities or any part or parts thereof, whether then owned or received or thereafter acquired or received, and to pledge any revenues from which such bonds are payable as herein provided as security for the payment of the principal of and the interest and premium, if any, on any bonds so issued and any agreements (including, without limitation, any utility service agreements) made in connection therewith;

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

(12) To make, enter into, and execute such contracts, agreements, leases and other instruments (including, without limitation to, utility service agreements) and to take such other actions as may be necessary or convenient to accomplish any purpose for which such corporation was organized or to exercise any power expressly granted hereunder;

(13) To enter into contracts with, to accept aid, loans and grants from, to cooperate with and to do any and all things not specifically prohibited by this chapter or the Constitution or other applicable laws of the state that may be necessary in order to avail itself to the aid and cooperation of the United States of America, the state or any agency, instrumentality or political subdivision of either thereof in furtherance of the purposes of this chapter;

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

(15) To appoint, employ and contract with such employees and agents, including but not limited to, architects, engineers, attorneys, accountants, financial experts, fiscal agents and such other advisors, consultants and agents as may in its judgment be necessary or desirable, and to fix their compensation;

(16) To enter into a management contract or contracts with any municipality, any county, or any person or persons for the management, supervision or operation of all or any part of its facilities as may in the judgment of such corporation be necessary or desirable in order to perform more efficiently or economically any function for which it may become responsible in the exercise of the powers conferred upon it by this chapter;

(17) To procure insurance against any loss in connection with its property and other assets in such amounts and from such insurers as its board may deem desirable;

(18) To the extent permitted by the contracts of such corporation with the holders of its bonds and if not otherwise specifically prohibited by any other provision of this chapter, to invest its moneys (including, without limitation, the moneys held in any special fund created pursuant to any trust indenture or agreement or resolution securing any of its bonds and proceeds from the sale of any bonds) not required for immediate use in eligible investments;

(19) To include in any borrowing by such corporation such amounts as may be deemed necessary by its board to pay bond discount, commissions or other financing charges, interest on the obligations issued in evidence of such borrowing for such period as its board shall deem advisable, fees and expenses of financial advisors and planning and management consultants, all legal, accounting, publishing, printing, recording and filing fees and expenses and such other expenses as shall be necessary or incident to such borrowing;

(20) To the extent permitted by its contracts with the holders of its bonds, to purchase bonds of such corporation out of any of its funds or moneys available therefor and to hold, cancel or resell such bonds;

(21) To secure payment of bonds or other obligations of such corporation, including performance obligations relating to processes and facilities involved in providing utility services, by procuring or agreeing to procure (i) insurance or guarantees from the United States of America or any agency or instrumentality thereof, or (ii) insurance, guarantees, letters of credit and other sureties from banks, insurance companies and other financial institutions, and to pay premiums, commissions and fees necessary to procure such insurance, guarantees, letters of credit or other sureties;

(22) To establish and maintain one or more special debt service reserve funds and such other special fund or funds as may be necessary or desirable for its corporate purposes and to pay into each such fund any moneys contributed or granted to such corporation for the purpose of such fund by any governmental or public entity or any private party, any proceeds from the sale of bonds to the extent provided in the resolution adopted by the board of such corporation authorizing the issuance of such bonds and any other moneys which may be made available to such corporation for the purpose of such fund from any other source or sources;

(23) To require payments in lieu of taxes with respect to any facilities to be made by a provider to the state, a county or a municipality, or any two or more thereof; and

(24) To do any and all things necessary or convenient to carry out its purposes and to exercise its powers pursuant to the provisions of this chapter.

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

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

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

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

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

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

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

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



(Acts 1984, No. 84-314, p. 695, §8; Acts 1984, 2nd Ex. Sess., No. 85-45, §1.)Section 11-97-9

Section 11-97-9
Bonds of corporation generally.

(a) Any corporation shall have the power to issue, sell and deliver at any time and from time to time its bonds in such principal amount or amounts as its board shall determine to be necessary to provide sufficient funds for achieving any of its corporate purposes, including the payment of interest on any of its bonds, the establishment of reserves to secure any such bonds and all other expenditures of such corporation incident to and necessary or convenient to carry out its corporate purposes and powers. Any corporation shall also have the power to issue from time to time bonds to renew bonds and bonds to pay bonds, including interest thereon and, whenever it deems refunding expedient, to refund any bonds by the issuance of new bonds, whether the bonds to be refunded have or have not matured, and to issue bonds partly to refund bonds then outstanding and partly for any other of its corporate purposes.

(b) The bonds issued by any corporation shall be authorized by resolution or resolutions adopted by its board, shall bear such date or dates and shall mature at such time or times as such resolution or resolutions may provide, except that no bond shall mature more than 40 years from date of its issue. The bonds of any corporation may be issued as serial bonds or as term bonds or as a combination thereof. The bonds of any corporation shall bear interest at such rate or rates, be in such form and denominations, either coupon or registered, carry such registration privileges, be executed by such officers of such corporation and in such manner, be payable in such medium of payment, at such place or places within or without the state and be subject to such terms of redemption as may be provided in the resolution or resolutions by which they are authorized to be issued. The bonds of any corporation may be sold by such corporation at public or private sale at such price or prices as such corporation shall determine. If such action shall be deemed advisable by the board, there may be retained in the proceedings under which any of such bonds are authorized to be issued an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings and as may be recited in summary form on the face of such bonds; provided that any bond of any corporation having a specified maturity more than 15 years after its date shall be made subject to redemption at the option of such corporation at the expiration of 15 years from its date and on any interest payment date thereafter at such price or prices and after such notice or notices and on such terms and in such manner as may be provided in the resolution adopted by the board of such corporation authorizing the issuance of such bond. Any corporation may pay all expenses, premiums and commissions which its board may deem necessary and advantageous in connection with the issuance of any of its bonds. Issuance by any corporation of one or more series of bonds for one or more purposes shall not preclude it from issuing other bonds, but the resolutions whereunder any subsequent bonds may be issued shall recognize and protect any prior pledge or mortgage made for the benefit of any prior issue of bonds, unless in the proceedings authorizing such prior issue the right was reserved to issue subsequent bonds on a parity with such prior issue.

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

(d) All obligations created or assumed and all bonds issued or assumed by any corporation shall be solely and exclusively an obligation of such corporation and shall not create an obligation or debt of the state, the determining subdivision, any other county or municipality or any other political subdivision of the state or any instrumentality or governmental agency existing under the laws thereof; provided, that the provisions of this subsection shall not be construed to release the original obligor from liability on any bond or other obligation assumed by the corporation.



(Acts 1984, No. 84-314, p. 695, §9.)

USA Statutes : alabama