The following words and phrases, including the plural of any thereof, wherever used in this chapter, shall in the absence of clear implication herein otherwise have the following respective meanings:
(1) THE CORPORATION. A corporation organized pursuant to the provisions of this chapter.
(2) BOARD. The board of directors of the corporation.
(3) THE STATE. The state of Alabama.
(4) THE COUNTY. That county in the state in which the corporation shall be organized.
(5) GOVERNING BODY. The county commission in which the legislative functions of the county are vested by law.
(6) PROJECT. A building or buildings designed for use and occupancy as a county courthouse or jail or for the supplying of offices and related facilities for officers and departments of the county and any agencies for which the county may lawfully furnish office facilities or any one or more thereof, together with any lands deemed by the board to be desirable in connection therewith.
(7) WARRANT. Any warrant authorized to be issued pursuant to the provisions of this chapter.
(8) COUPON. Any interest coupon evidencing an installment of interest payable with respect to a warrant.
(9) MORTGAGE. A mortgage or a mortgage and deed of trust.
Upon the adoption by the board of any resolution providing for the issuance of warrants, the corporation may, in its discretion, cause to be published once a week for two consecutive weeks in a newspaper published and having general circulation in the county and, if there is no such newspaper published in the county, then in a newspaper having general circulation therein, a notice in substantially the following form (blanks being properly filled in):
"_____, a public corporation in _____ county and a political subdivision of the state of Alabama, on the_____ day of ______, authorized the issuance of $_____ principal amount of revenue warrants of the said corporation for purposes authorized in the act of the legislature of Alabama under which the said corporation was organized. Any civil action or proceeding questioning the validity of the said warrants, or the pledge and the mortgage to secure the same or the proceedings authorizing the same must be commenced within 20 days after the first publication of this notice."
Any civil action or proceeding in any court to set aside or question the proceedings for the issuance of the warrants referred to in said notice or to contest the validity of any such warrants or the validity of the pledge and mortgage made therefor must be commenced within 20 days after the first publication of such notice. After the expiration of the said period, no right of action or defense founded upon the validity of the said proceedings or of the said warrants or the said pledge or mortgage shall be asserted, nor shall the validity of the said proceedings, warrants, pledge or mortgage be open to question in any court on any ground whatsoever except in a civil action commenced within such period.
All warrants shall be signed by the president or vice-president of the corporation, and the seal of the corporation shall be affixed thereto and attested by its secretary. They shall be drawn on the treasurer or depository of the funds of the corporation. Coupons shall be signed by the president or vice-president of the corporation, but a facsimile of the signature of such president or vice-president may be impressed on any such interest coupons in lieu of his manually signing the same. Delivery of warrants so executed shall be valid notwithstanding any changes in officers or in the seal of the corporation after the signing and sealing of the warrants.
The principal of and interest on the warrants shall be secured by a pledge of the revenues out of which the warrants shall be made payable, shall be secured by a mortgage covering the project from which the revenues so pledged shall be derived and shall be secured by a pledge of the lease agreement covering such project and of the rental therefrom.
The mortgage may contain any agreements and provisions customarily contained in instruments securing evidences of indebtedness, including, without limiting the generality of the foregoing, provisions respecting the collection and application of the rental from any project covered by such mortgage, the terms to be incorporated in the lease agreement respecting such project, the maintenance and insurance of such project, the creation and maintenance of special funds from the rental of such project and the rights and remedies available in the event of default to the holders of the warrants or the trustee under the mortgage, all as the governing body shall deem advisable and as shall not be in conflict with the provisions of this chapter; provided, that in making any such agreements or provisions the corporation shall not have the power to obligate itself except with respect to the project and the application of the revenues therefrom.
If there is any default by the corporation in the payment of the principal of or interest on the warrants or in any of the agreements on the part of the corporation which may properly be included in any mortgage securing the warrants, any holder of any of the warrants or any of the coupons or the trustee under any mortgage, if so authorized in such mortgage, may, either by civil action, mandamus or other proceedings enforce payment of such items and compel performance of all duties of the directors and officers of the corporation and shall be entitled as a matter of right and regardless of the sufficiency of any such security to the appointment of a receiver with all the powers of such receiver for the operation and maintenance of the project covered by such mortgage and the collection and application of rents therefrom; provided, that any such mortgage shall not be subject to foreclosure and shall not be construed so as to compel the sale of the project covered thereby or any part thereof in satisfaction of the warrants secured thereby. The mortgage may contain provisions regarding the rights and remedies of any trustee thereunder and the holders of the warrants and the coupons and may contain provisions restricting the individual rights of action of the holders of the warrants and coupons.
The proceeds derived from the sale of any warrants (other than refunding warrants) may be used only to pay the cost of acquiring, constructing, improving, enlarging and equipping a project or any part thereof as may be specified in the proceedings in which the warrants are authorized to be issued. Such cost shall be deemed to include the following: the cost of any land forming a part of the project; the cost of the labor, materials and supplies used in any such construction, improvement or enlargement, including architect's and engineer's fees and the cost of preparing contract documents and advertising for bids; the purchase price of and the cost of installing equipment for the project; the cost of landscaping the lands forming a part of the project and of constructing and installing roads, sidewalks, curbs, gutters, utilities and parking places in connection therewith; fees and expenses in connection with the authorization, sale and issuance of the warrants issued in connection with such project; and the interest on said warrants for a reasonable period prior to and during the time required for such construction and equipment. If any of the proceeds derived from the sale of said warrants remains undisbursed after completion of such work and payment of all of the said costs and expenses, such balance shall be used for retirement of warrants of the same issue.
All or any warrants issued by the corporation may from time to time thereafter be refunded by the issuance of refunding revenue warrants of the corporation, but the amount of any refunding warrants so issued shall not exceed the principal of the warrants refunded thereby together with any unpaid interest thereon and any premiums, commissions and expenses necessary to be paid in connection with such refunding. Any such refunding may be done regardless of whether the warrants to be refunded shall have then matured or shall thereafter mature and may be effected either by sale of the refunding warrants and the application of the proceeds thereof or by exchange of the refunding warrants for the warrants to be refunded thereby; provided, that the holders of any warrants so to be refunded shall not be compelled without their consent to surrender their warrants for payment or exchange prior to the date on which they may be redeemed by the corporation under their provisions. Any refunding warrants of the corporation shall be payable solely from the revenues out of which warrants to be refunded thereby were payable.
The governing body is authorized in its discretion to invest in warrants of the corporation any idle or surplus money held in the county treasury not otherwise earmarked or pledged.
The county is hereby authorized to convey to the corporation, with or without the payment of monetary consideration therefor, any property that may be owned by the county whether or not such property is necessary for the conduct of the public functions of the county; provided, that such conveyance shall be authorized by a resolution duly adopted by the governing body prior to the conveyance.
Each project and the income from all leases made with respect thereto, the warrants issued by the corporation and the income therefrom and all lease agreements and mortgages made pursuant to the provisions hereof shall be exempt from all taxation in the state.
At any time when the corporation does not have any warrants outstanding, the governing body may adopt a resolution, which shall be duly entered upon the minutes of the governing body, declaring that the corporation shall be dissolved. Upon the filing for record of a certified copy of said resolution in the office of the judge of probate of the county, the corporation shall thereupon stand dissolved, and, in the event it owned any property at the time of its dissolution, the title to all its property shall thereupon vest in the county. In the event the corporation shall at any time have outstanding warrants issued under this chapter payable out of the revenues from different projects, then, as and when the principal of and interest on all warrants payable from the revenues derived from any project shall have been paid in full, title to the project with respect to which the warrants so paid in full have been paid shall thereupon vest in the county, but such vesture of title in the county shall not affect the title of the corporation to any other project the revenues from which are pledged for the payment of any other warrants then outstanding. The formation and dissolution of one corporation under the provisions of this chapter shall not prevent the subsequent formation hereunder of other corporations in the same county.
This chapter shall not be construed as a restriction or limitation upon any power, right or remedy which any county or any corporation now in existence or hereafter formed may have in the absence thereof and shall be construed as cumulative and independent thereof.
It is the intention of the legislature by the passage of this chapter to authorize the incorporation in each county in which proceedings shall be taken pursuant to the provisions of this chapter of a public corporation as a political subdivision of the state for the purpose of providing buildings for use by the county in the performance of its governmental and public functions and to invest such corporation with all powers that may be necessary to enable it to accomplish such purpose, including the power to lease its properties and to issue interest-bearing revenue warrants.
This chapter shall be liberally construed in conformity with the said intent.
Whenever any number of natural persons, not less than three, shall file with the governing body an application in writing for authority to incorporate a public corporation under the provisions of this chapter, if it shall be made to appear to the governing body that each of the said persons is a duly qualified elector of and property owner in the county and if the governing body shall duly adopt a resolution wherein it shall be declared that it will be wise, expedient and necessary that such a corporation be formed and that the persons filing such application shall be authorized to proceed to form such corporation, then the said persons shall become the incorporators of and shall proceed to incorporate the corporation in the manner provided in this chapter. No corporation shall be formed under this chapter unless the application herein provided for shall be made and unless the resolution provided for in this section shall be adopted.
The certificate of incorporation of the corporation shall state:
The certificate of incorporation with the documents attached shall be filed with the judge of probate of the county who shall forthwith receive and record the same. When so filed the corporation referred to therein shall come into existence and shall constitute a body corporate and politic and a political subdivision of the state under the name set forth in the certificate of incorporation; whereupon the corporation shall be vested with the rights and powers granted by this chapter.
The corporation shall have a board of directors which shall be composed of the number of directors provided in the certificate of incorporation. All powers of the corporation shall be exercised by the board or pursuant to its authority. The directors shall be residents of the county and shall be elected by the governing body for staggered terms of office as follows: The first term of one third of the directors shall be two years, of another one third shall be for four years and of the remaining one third shall be six years and, thereafter, the term of office of each director shall be six years. If any director resigns or dies or becomes incapable of acting as a director or ceases to reside in the county, the governing body may elect a successor to serve for the unexpired period of his term. Directors shall be eligible for reelection by the governing body to succeed themselves in office. No director shall be an officer of the state, the county or any incorporated municipality. A majority of the members of the board shall constitute a quorum for the transaction of business. The corporation shall have a president, a vice-president, a secretary and a treasurer, but the offices of secretary and treasurer may be held by the same person. All officers shall be elected by the board. The members of the board and the officers shall serve without compensation, except that they may be reimbursed for actual expenses incurred in the performance of their duties. All proceedings of the board shall be reduced to writing by the secretary of the corporation and recorded in a well-bound book. Copies of such proceedings, when certified by the secretary of the corporation under its seal, shall be received in all courts as evidence of the matters and things therein certified.
The corporation 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 until dissolved as provided in this chapter;
(2) To sue and be sued and to prosecute and defend civil actions in any court having jurisdiction of the subject matter and of the parties;
(3) To make use of a corporate seal and to alter the same at pleasure;
(4) To acquire, whether by purchase, gift, lease, devise or otherwise, property of every description and to hold title thereto;
(5) To construct, enlarge, equip, improve, maintain and operate one or more projects;
(6) To sell and issue and do all things incidental to the sale and issuance of its interest-bearing revenue warrants and to secure the same by pledge and mortgage as provided in this chapter;
(7) To appoint and employ such agents, architects and attorneys as the business of the corporation may require;
(8) To provide for such insurance as the board may deem advisable;
(9) To invest in obligations which are direct general obligations of the United States of America or which are unconditionally guaranteed as to both principal and interest by the United States of America any funds of the corporation which the board may determine are not presently needed for the corporate purposes of the corporation;
(10) To contract, lease and make lease agreements respecting its properties or any thereof; and
(11) To sell and convey any of its properties which may have become obsolete or worn out or which may no longer be needed or useful in connection with or in the operation of any project; provided, that it shall not have the power to sell or convey any project substantially as a whole except as provided in this chapter.
The corporation and the county are hereby respectively authorized to enter into with each other one or more lease agreements whereunder a project shall be leased by the corporation to the county for a term not longer than the then current fiscal year of the county, but any such lease agreement may contain a grant to the county of successive options of renewing the said lease agreement on the terms specified therein for any subsequent fiscal year or years of the county. The said lease agreement may contain appropriate provisions as to the method by which the county may, at its election, exercise such of the said options of renewal as its county commission may elect on the terms provided therein and such other covenants and provisions as shall not be inconsistent with this chapter and as the corporation and the county may agree. The rental for each fiscal year during which said lease agreement shall be in effect shall be due in advance on the first day of the fiscal year, and the said rental for said fiscal year shall be payable and any such covenant on the part of the county shall be performed solely out of the current revenues of the county for such fiscal year. The state shall not in any manner be liable for the performance of any obligation or agreement contained in said lease agreement. The rental payable and the covenants to be performed by the county under the provisions of said lease agreement shall never create a debt of the county within the meaning of section 224 of the Constitution of the state.
It is hereby declared that it is an essential governmental function of the county to secure and supply reasonable and adequate building and office facilities for its courts, jails, officers, departments and agencies engaged in the performance of governmental duties and the rentals payable by the county for such purpose are necessary governmental operating expenses of the county.
If there is any default in the payment of any rental required to be paid or in the performance of any covenant required to be performed by the county under the provisions of any such lease agreement while such lease agreement shall be in effect, the corporation and any pledgee of said lease agreement may, by any appropriate civil action instituted within the time permitted by law, enforce and compel payment of such rental and performance of such covenant. Should any office or storage space in the project become vacant after acquisition or construction thereof, then neither the county nor any officer, department or agency of the county shall thereafter enter into any lease or rental agreement for additional office or storage space or renew any existing lease or rental agreement for office or storage space in or about the municipality in which the project is located until after all such vacant space in the project shall have been filled.
The corporation is authorized to issue its interest-bearing revenue warrants for the purpose of acquiring, constructing, improving, enlarging, completing and equipping one or more projects. All warrants issued by the corporation shall be limited obligations of the corporation, the principal of and interest on which shall be payable solely out of the revenues derived from the projects with respect to which they are issued. None of the warrants of the corporation shall ever constitute an obligation or debt of the state or of the county or a charge against the credit or taxing powers of the state or the county. Warrants of the corporation may be issued at any time and from time to time, may be in such form and denominations, may be of such tenor, may be payable in such installments and at such time or times not exceeding 30 years from their date, may be payable at such place or places and may bear interest at such rate or rates payable and evidenced in such manner, all as shall not be inconsistent with the provisions of this chapter and as may be provided in the proceedings of the board wherein the warrants shall be authorized to be issued. Those warrants having maturities more than 10 years after their date shall be subject to redemption at the option of the corporation as a whole or in part at the expiration of 10 years from their 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 proceedings of the board wherein they are authorized to be issued. Warrants may be sold at either public or private sale in such manner and from time to time as may be determined by the board to be most advantageous. The corporation may pay all expenses, premiums and commissions which the board may deem necessary or advantageous in connection with the authorization, sale and issuance of its warrants. All warrants shall contain a recital that they are issued pursuant to the provisions of this chapter, which recital shall be conclusive that they have been duly authorized pursuant to the provisions of this chapter.