Section 11-99B-5

Authorization and procedure for amendment of certificate of incorporation.

(a) The certificate of incorporation of any district may at any time and from time to time be amended in the manner provided in this section.

(b)(1) The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include, without limitation:

a. A change in the name of the district.

b. The addition to the project or projects of the district of a new project or projects and the proposed location thereof.

c. Any matters which might have been included in the original certificate of incorporation, or any change in any such matters.

(2) If any proposed amendment would add any new county, municipality, or public corporation as a member of a district, such proposed amendment shall include, in addition:

a. Provisions for election of at least one director by the governing body of each such new county, municipality, or public corporation.

b. Provisions for any change in the total number of directors that the board deems appropriate; and any provision to give the directors proportional voting power based upon the percentage of indebtedness and operating expenses of the district for which the entities electing the directors will be guarantors, or any other measure for establishing proportional voting power of directors; provided, however, that the total number of directors shall be at least equal to the number of directors immediately before the amendment, plus the number added pursuant to paragraph a. of this subdivision (2).

c. Any provision that the board deems appropriate for apportioning of the properties of the district upon its dissolution among its members.

(c) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the district, the chairman of the board or other chief executive officer of the district and the secretary of the district shall sign and file a written application in the name of and on behalf of the district, under its seal, with the governing body of each member and each additional county, municipality, or public corporation proposed to be added as a member of the district. Such application shall request each governing body with which the application is filed to adopt a resolution approving the proposed amendment and shall be accompanied by a certified copy of the said resolution adopted by the board proposing the said amendment to the certificate of incorporation, together with such documents in support of the application as the said chairman or other chief executive officer may consider appropriate.

(d) As promptly as may be practicable after the filing of the said application with any governing body pursuant to the provisions of subsection (c), that governing body shall review the said application and shall adopt a resolution either denying the said application or authorizing the proposed amendment.

(e) Following the adoption of such a resolution by that governing body that was the last to adopt such a resolution, but if and only if the governing body of each other county, public corporation, and municipality with whom such application was filed has theretofore adopted such a resolution, the chairman of the board or other chief executive officer of the district and the secretary of the district shall sign and file for record in the office of the judge of probate of the county where the certificate of incorporation of the district was filed a certificate in the name of and in behalf of the district, under its seal, reciting the adoption of said respective resolutions by the board and by each of the said governing bodies and setting forth the said proposed amendment. If the proposed amendment provides for a change in the name of the district, there shall be filed, together with the certificate required by the immediately preceding sentence, a certificate of the Secretary of State showing that the proposed new name of the district is not identical to that of any other corporation then in existence and organized under the laws of this state or so nearly similar to that of any other such corporation so as to lead to confusion and uncertainty. Upon the filing for record of each such certificate, the said amendment to the certificate of incorporation shall become effective. If the proposed amendment effects a change in the name of the district, the judge of probate shall promptly send a notice to the Secretary of State, advising him or her of such change.

(Act 2000-781, p. 1825, §5.)