Section 11-97-8

Powers of corporation; location of facilities of corporation.

(a) Every corporation shall have all of the powers necessary and convenient to carry out and effectuate the purposes and provisions of this chapter, including (without limiting the generality of the foregoing) the following powers:

(1) To have succession in its corporate name for the duration of time (which may be in perpetuity, subject to the provisions of Section 11-97-22 hereof) specified in its certificate of incorporation;

(2) To sue and be sued in its own name in civil suits and actions and to defend suits against it;

(3) To adopt and make use of a corporate seal and to alter the same at pleasure;

(4) To adopt, alter, and repeal bylaws, regulations, and rules, not inconsistent with the provisions of this chapter, for the regulation and conduct of its affairs and business;

(5) To acquire, whether by gift, purchase, transfer, foreclosure, lease, or otherwise, to construct and to expand, improve, operate, maintain, equip, and furnish one or more facilities, including all real and personal properties that its board may deem necessary in connection therewith, regardless of whether or not any such facility shall then be in existence and, if in existence, regardless of whether or not any such facility is then owned or leased by any person to which such facility may subsequently be sold or leased by such corporation;

(6) To borrow money and to sell and issue bonds as hereinafter provided for any corporate use or purpose;

(7) To lease to any person or persons all or any part of any facility or facilities that are or are to be owned by it, to charge and collect rent therefor and to terminate any such lease upon the failure of the lessee to comply with any of the obligations thereof, all upon such terms and conditions as its board may deem advisable;

(8) To contract to sell, convey, or dispose of and to sell, convey, or dispose of all or any part of a facility (including but not limited to the granting of options to purchase a facility to any person), all for such consideration and upon such terms and conditions as its board may deem advisable;

(9) In connection with the financing of the acquisition, construction, or operation of one or more facilities, to lend, upon such terms and conditions as its board may deem advisable, all or any portion of the proceeds derived from the issuance of its bonds for one or more or any combination of the following purposes:

a. To enable such person to borrow an amount not substantially in excess of the equity (determined on any basis not resulting in a higher value for any facility in question than the estimated replacement cost or the appraised market value thereof, whichever may be greater) which such person may then have in any facility or facilities;

b. To enable such person to refinance any outstanding indebtedness incurred or assumed in connection with the acquisition, improvement, or operation of any existing facility or facilities;

c. To enable such person to finance the costs of acquiring, by purchase, construction, or otherwise, one or more facilities and/or the costs of expanding or improving one or more facilities, regardless of whether any such facility has theretofore been owned or leased by such person or is to be acquired or leased by such person; and

d. To enable such person to borrow working capital for use in the operation of one or more facilities.

(10) To pledge for payment of any bonds issued or assumed by the corporation any revenues from which such bonds are payable as herein provided, and to mortgage or pledge any or all of its facilities or any part or parts thereof, whether then owned or received or thereafter acquired or received, and to pledge any revenues from which such bonds are payable as herein provided as security for the payment of the principal of and the interest and premium, if any, on any bonds so issued and any agreements (including, without limitation, any utility service agreements) made in connection therewith;

(11) To assume obligations secured by a lien on or secured by and payable out of or secured by a pledge of any facility or facilities or part thereof or the revenues derived from any facility or facilities that may be acquired by the corporation;

(12) To make, enter into, and execute such contracts, agreements, leases and other instruments (including, without limitation to, utility service agreements) and to take such other actions as may be necessary or convenient to accomplish any purpose for which such corporation was organized or to exercise any power expressly granted hereunder;

(13) To enter into contracts with, to accept aid, loans and grants from, to cooperate with and to do any and all things not specifically prohibited by this chapter or the constitution or other applicable laws of the state that may be necessary in order to avail itself to the aid and cooperation of the United States of America, the state or any agency, instrumentality, or political subdivision of either thereof in furtherance of the purposes of this chapter;

(14) To receive and accept from any source aid or contributions in the form of money, property, labor, or other things of value, to be held, used, and applied to carry out the purposes of this chapter, subject to any lawful condition upon which such aid or contributions may be given or made;

(15) To appoint, employ, and contract with such employees and agents, including but not limited to, architects, engineers, attorneys, accountants, financial experts, fiscal agents, and such other advisors, consultants, and agents as may in its judgment be necessary or desirable, and to fix their compensation;

(16) To enter into a management contract or contracts with any municipality, any county, or any person or persons for the management, supervision, or operation of all or any part of its facilities as may in the judgment of such corporation be necessary or desirable in order to perform more efficiently or economically any function for which it may become responsible in the exercise of the powers conferred upon it by this chapter;

(17) To procure insurance against any loss in connection with its property and other assets in such amounts and from such insurers as its board may deem desirable;

(18) To the extent permitted by the contracts of such corporation with the holders of its bonds and if not otherwise specifically prohibited by any other provision of this chapter, to invest its moneys (including, without limitation, the moneys held in any special fund created pursuant to any trust indenture or agreement or resolution securing any of its bonds and proceeds from the sale of any bonds) not required for immediate use in eligible investments;

(19) To include in any borrowing by such corporation such amounts as may be deemed necessary by its board to pay bond discount, commissions, or other financing charges, interest on the obligations issued in evidence of such borrowing for such period as its board shall deem advisable, fees and expenses of financial advisors and planning and management consultants, all legal, accounting, publishing, printing, recording, and filing fees and expenses and such other expenses as shall be necessary or incident to such borrowing;

(20) To the extent permitted by its contracts with the holders of its bonds, to purchase bonds of such corporation out of any of its funds or moneys available therefor and to hold, cancel, or resell such bonds;

(21) To secure payment of bonds or other obligations of such corporation, including performance obligations relating to processes and facilities involved in providing utility services, by procuring or agreeing to procure (i) insurance or guarantees from the United States of America or any agency or instrumentality thereof, or (ii) insurance, guarantees, letters of credit, and other sureties from banks, insurance companies, and other financial institutions, and to pay premiums, commissions, and fees necessary to procure such insurance, guarantees, letters of credit, or other sureties;

(22) To establish and maintain one or more special debt service reserve funds and such other special fund or funds as may be necessary or desirable for its corporate purposes and to pay into each such fund any moneys contributed or granted to such corporation for the purpose of such fund by any governmental or public entity or any private party, any proceeds from the sale of bonds to the extent provided in the resolution adopted by the board of such corporation authorizing the issuance of such bonds and any other moneys which may be made available to such corporation for the purpose of such fund from any other source or sources;

(23) To require payments in lieu of taxes with respect to any facilities to be made by a provider to the state, a county, or a municipality, or any two or more thereof; and

(24) To do any and all things necessary or convenient to carry out its purposes and to exercise its powers pursuant to the provisions of this chapter.

(b) Any facility or facilities of a corporation organized pursuant to determination by a determining municipality may be located within or without or partially within and partially without the determining municipality, subject to the following conditions:

(1) No such facility or part thereof shall be located more than 30 miles from the corporate limits of the determining municipality;

(2) No such facility or part thereof shall be located within the corporate limits of a municipality other than the determining municipality in this state unless the governing body of such other municipality has first adopted a resolution consenting to the location of such facility or part thereof in such municipality; and

(3) No such facility or part thereof shall be located in a county other than that (or those) in which the determining municipality (or part thereof) is situated unless the governing body of such other county has first adopted a resolution consenting to the location of such facility or part thereof in such county.

(c) Any facility or facilities of a corporation organized pursuant to determination by a determining county may be located within or without or partially within and partially without the determining county, subject to the following conditions:

(1) No part of a facility shall be located more than three miles outside the boundaries of the determining county;

(2) In no event shall any facility or part thereof be located within the corporate limits of a municipality unless the governing body of such municipality has first adopted a resolution consenting to the location of such facility or part thereof in such municipality; and

(3) No such project or part thereof shall be located in a county other than the determining county unless the governing body of such other county has first adopted a resolution consenting to the location of a part of such facility in such other county.

(Acts 1984, No. 84-314, p. 695, §8; Acts 1984, 2nd Ex. Sess., No. 85-45, §1.)