Section 11-62-3

Application for authority to form corporation; adoption of resolution by governing body authorizing incorporation; execution, acknowledgement, filing, recordation and contents of certificate of incorporation; effect of granting of authority for incorporation upon incorporation of other such corporations.

(a) By proceeding in the manner set forth herein, any number of natural persons, not less than three, may incorporate a special care facilities financing authority in any municipality of the state. Such authority shall be organized as a public corporation and instrumentality of the state with the powers hereinafter set forth. The incorporators shall first file with the governing body of such municipality a written application seeking permission to incorporate such authority, which application shall be accompanied by a proposed form of certificate of incorporation for such authority and such supporting documents or evidence as the incorporators may consider appropriate to show the need for such authority. The said governing body shall consider the said application and shall find and determine whether it is wise, expedient, necessary, or advisable that the authority be formed; if the said governing body finds and determines that it is not wise, expedient, necessary, or advisable that the authority be formed, it shall deny the application, but if it finds and determines that it is wise, expedient, necessary, or advisable that the authority be formed and if it approves the proposed form of the certificate of incorporation of the authority, the governing body shall adopt a resolution declaring that it has reviewed the application and has found and determined as a matter of fact that it is wise, expedient, necessary, or advisable that the authority be formed and declaring that it has approved the proposed form of certificate of incorporation of the authority. No authority shall be formed hereunder unless the application required by this section shall be made and unless a resolution for which provision is made in this section shall be adopted.

(b) Within 40 days following the adoption of a resolution in accordance with this section, the incorporators shall proceed to incorporate the authority by filing for record, in the office of the judge of probate of the county in which the determining municipality is located or, in case the determining municipality is located in more than one county, in the office of the judge of probate of any county in which any part of the determining municipality is located, a certificate of incorporation in the form approved by the governing body of the determining municipality, which certificate shall also comply in form and substance with the requirements of this section and shall be executed in the manner hereinafter provided.

(c) The certificate of incorporation of any authority shall state:

(1) The names of the persons forming the authority, together with the address of the residence of each thereof, that each of them is a resident of and an owner of real property in the determining municipality and that each of them is a duly qualified elector of the determining municipality;

(2) The name of the authority, which shall include the words, "special care facilities financing authority" and the name of, or other reference to, the determining municipality;

(3) The duration of the corporate existence of the authority (if the duration is to be perpetual, subject to the provisions of Section 11-62-17, that fact shall be stated);

(4) The name of the determining municipality, together with the date on which the governing body thereof adopted the resolution in accordance with this section;

(5) The location of the principal office of the authority, which shall be within the corporate limits of the determining municipality; and

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

(d) 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.

(e) When the certificate of incorporation is filed for record, there shall be attached to it a certified copy of the resolution adopted by the governing body of the determining municipality in accordance with this section 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. The judge of probate shall promptly examine all such documents and shall determine whether they are complete and regular on their face and whether the form and content of the certificate of incorporation comply with the provisions of this chapter. If the judge of probate shall find that all such documents are complete and regular on their face and that the form and content of the certificate of incorporation comply with the provisions of this chapter, he shall require all such documents to be recorded in the permanent records maintained in his office. Upon the filing of the said documents, the authority shall come into existence and shall constitute a public corporation and instrumentality of the state under the name set forth in the 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 authority has been filed for record.

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

(Acts 1979, No. 79-332, p. 506, §3.)