Section 11-50-392

Contents, acknowledgment, filing, and recordation of certificate of incorporation; procedure for amendment thereof; dissolution of district and disposition of systems, etc., upon payment of indebtedness of district in full.

(a) The certificate of incorporation of any gas district incorporated under this article shall state:

(1) The name of the corporation, which shall be a name indicating in a general way the area or municipalities proposed to be served by the district (e.g., "The South Alabama Gas District" or "The _____ County Gas District" or "The _____, _____, and _____ (naming the municipalities which are members thereof) Gas District");

(2) The names of all the municipalities which are to be members of the district;

(3) The location of the principal office of the district and its post office address;

(4) The period for the duration of the corporation (if the duration is to be perpetual, this fact should be stated); and

(5) The objects for which the district is organized.

The certificate of incorporation may also include any provision or provisions not contrary to law which the incorporators may choose to insert for the regulation and conduct of the affairs of the district. The certificate of incorporation shall be acknowledged before an officer authorized by the laws of this state to take acknowledgments of deeds and shall have appended thereto a certified copy of the resolution of each municipality which is to be a member thereof and which authorized its mayor to participate in the incorporation thereof. The certificate of incorporation shall be filed in the office of the judge of probate of the county in which the principal office is to be located; and said judge of probate shall forthwith file such certificate and record the same, and thereupon the incorporators shall constitute a public corporation under the name stated in the certificate of incorporation. As soon thereafter as convenient, the judge of probate shall transmit a copy of the certificate of incorporation to the Secretary of State.

(b) The certificate of incorporation of any gas district incorporated under this article may at any time and from time to time be amended in the following manner: The board of directors of the district shall adopt a resolution setting forth the proposed amendment, which may include any proposed change in the name of such district, the inclusion of other municipalities as members thereof, or any matter which might originally have been included in the certificate of incorporation. If the governing body of each of the municipalities which authorized the incorporation of the district and the governing body of each municipality which it is proposed shall be added as members of the district and the municipalities shall by resolution of their respective governing bodies consent to such proposed amendment, the chairman of the board of directors or other chief executive officer of the district and the secretary of the district shall then file in the office of the judge of probate in the county in which the certificate of incorporation of the district is filed a certificate in the name and on behalf of the district, under its corporate seal, reciting the adoption of the said respective resolutions by the board of directors and by the governing bodies of such municipalities and setting forth the proposed amendment. The proposed amendment shall become effective upon the filing of such certificate in the said office.

(c) Whenever all the indebtedness and obligations of the district shall have been paid in full and a plan for the distribution and disposal of all the systems and property of the district shall have been made and approved by its board of directors and by the governing body of each of the municipalities which are members of the district, a certificate reciting these facts and that it is the desire of the board of directors of the district and of the governing bodies of each of the municipalities which are members thereof that the district be dissolved shall be filed in the office of the judge of probate of the county in which the certificate of incorporation is filed, and thereupon the district shall be dissolved and the members of the board of directors of the district shall be trustees of its systems and properties to distribute and dispose thereof in accordance with said plan.

(Acts 1951, No. 762, p. 1319, §3.)