Section 10A-20-7.02

Incorporation.

(a) Five or more financial institutions or persons, a majority of whom shall be residents of this state, who may desire to create an industrial development corporation under the provisions of this article for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges provided in this article may be incorporated by filing in the office of the Secretary of State, as provided in this section, a certificate of formation. The filing of the certificate shall be accompanied by a filing fee in the amount prescribed to be paid to the Secretary of State under Section 10A-1-4.31 in connection with the filing of a certificate of formation. The certificate of formation shall contain:

(1) The name of the corporation which shall include the words "industrial development corporation of Alabama."

(2) The location of the principal office of the corporation, but the corporation may have offices in other places within the state as may be fixed by the board of directors.

(3) The purposes for which the corporation is founded, which shall be to promote, stimulate, develop, and advance the business prosperity and economic welfare of Alabama and its citizens, to encourage and assist through loans, investments, or other business transactions in the location of new business and industry in this state, to rehabilitate and assist existing business and industry, to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, to provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state, and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.

(4) The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the governing documents, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.

(5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to, a list of the officers and provisions governing the issuance of stock certificates to replace lost or destroyed certificates; provided, that no provision shall be contained for cumulative voting for directors.

(6) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of the capital with which it will commence business and, if there is more than one class of stock, a description of the different classes, the names and post office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription shall be the minimum amount of the capital with which the corporation shall commence business, which shall be not less than one hundred thousand dollars ($100,000). The certificate of formation may also contain any provision consistent with the laws of this state for the regulation of the affairs of the corporation.

(7) The certificate of formation shall be in writing, subscribed by not less than three natural persons competent to contract, acknowledged by each of the subscribers before an officer authorized to take acknowledgments, and filed in the office of the Secretary of State for approval. A duplicate copy so subscribed and acknowledged may also be filed.

(8) The certificate of formation shall recite that the corporation is organized under this article.

(b) The Secretary of State shall not approve the certificate of formation for a corporation organized under this article until a total of at least five national banks, state banks, mortgage banks, federal savings and loan associations, state savings and loan associations, domestic building and loan associations, pension funds, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of the corporation; and the written agreement shall be filed with the Secretary of State with the certificate of formation and the filing of same shall be a condition precedent to the approval of the certificate of formation by the Secretary of State. Whenever the certificate of formation shall have been filed in the office of the Secretary of State and approved by him or her and all filing fees and taxes prescribed by Alabama statutes, including Section 10A-1-4.31, have been paid, the subscribers, their successors, and assigns shall constitute a corporation, and the corporation shall then be authorized to commence business and stock thereof to the extent herein, or hereafter, duly authorized may from time to time be issued.

(Acts 1969, No. 322, p. 681, §2; §10-4-131; amended and renumbered by Act 2009-513, p. 967, §336.)