Section 11-47-216

Certificate of incorporation of authorities - Form; execution and acknowledgment; filing with probate judge; recordation by probate judge; amendment.

(a) Within 40 days following the adoption of the most recent authorizing resolution, the applicants shall proceed to incorporate an authority by filing for record in the office of the judge of probate of the county in which the principal office of the authority is to be located a certificate of incorporation which shall comply in form and substance with the requirements of this article and which shall be in the form and executed in the manner provided in this article and shall also be in the form theretofore approved by the governing body of each authorizing subdivision.

(b) The certificate of incorporation of the authority shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgment to deeds. When the certificate of incorporation is filed for recordation, there shall be attached thereto a certified copy of the authorizing resolution adopted by the governing body of each authorizing subdivision and a certificate by the Secretary of State that the name proposed for the authority is not identical to that of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty.

(c) The certificate of incorporation of the authority, together with the documents required by subsection (b) shall be attached thereto and filed for record in the office of the judge of probate of the county in which the principal office of the authority shall be located. The judge of probate shall forthwith receive and record the same. When such a certificate of incorporation and attached documents have been so filed, the authority referred to therein shall come into existence and shall constitute a public corporation under the name set forth in the certificate of incorporation, whereupon the authority shall be vested with the rights and powers granted in this article.

(d) The certificate of incorporation of an authority incorporated under this article at any time may 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 amendment shall be set forth in full in the resolution and which amendment may include any matters which might have been included in the original certificate of incorporation. After the board adopts the resolution proposing an amendment to the certificate of incorporation of the authority, the chair of the board and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of each authorizing subdivision, requesting the governing body to adopt a resolution approving the proposed amendment, and the application shall be accompanied by a certified copy of the resolution adopted by the board proposing the amendment to the certificate of incorporation, together with any documents in support of the application which the chair may consider appropriate. As soon as practicable after the application is filed with the governing body of an authorizing subdivision pursuant to the foregoing provisions of this section, the governing body shall review the application and adopt a resolution either denying the application or authorizing the proposed amendment. The governing body of the authorizing subdivision with which the application is filed shall publish the resolution once a week for two consecutive weeks in a newspaper of general circulation in the subdivision and shall cause a copy of the application and all accompanying documents to be spread upon the minutes of the meeting of the governing body at which the final action upon the application is taken. The certificate of incorporation of an authority may be amended only after the filing of an application therefor and the adoption by the governing body of each authorizing subdivision of an approving resolution.

(e) Within 40 days following the adoption by the governing body of the authorizing subdivision of the most recent resolution approving the proposed amendment, the chair of the board of the authority and the secretary of the authority shall sign and file for record in the office of the judge of probate with which the certificate of incorporation of the authority was originally filed a certificate in the name of and on behalf of the authority, under its seal, reciting the adoption of the respective resolutions by the board and by the governing body of each authorizing subdivision and setting forth the proposed amendment. The judge of probate for the county shall thereupon record the certificate in an appropriate book in his or her office. When the certificate has been filed and recorded, the amendment shall become effective, and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment. No certificate of incorporation of an authority shall be amended except in the manner provided in this section.

(Acts 1977, No. 209, p. 276, §7; Acts 1996, No. 96-320, p. 361, §2.)