§ 11-54B-89 — District Management Corporation Limits, Powers, and Duties

Alabama § 11-54B-89

• Jurisdiction: Alabama
• Title 11: Counties and Municipal Corporations
• Ch. 54B: Self-Help Business Improvement Districts
• Art. 3: Self-Help Business Improvement Districts in Class 3 Municipalities

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(a) District management corporations provided for in this article shall be incorporated under the Alabama Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner consistent with that law.
(b) To qualify for designation by ordinance to manage a self-help business improvement district, the articles of incorporation of a proposed district management corporation shall provide all of the following:
(1) That a board of directors, numbering no fewer than three and no more than 13, shall manage the property, business, and affairs of the corporation.
(2) The names and addresses of the initial members of the board of directors.
(3) That the initial members of the board shall be divided into three groups that are as equal in number as is possible, with those groups serving initial terms of one, two, and three years respectively, and all directors thereafter elected shall serve for a term of three years, provided that the district is renewed pursuant to Section 11-54B-97.
(4) That the members of the board of directors elected after the expiration of the initial terms set forth in subdivision (3) shall be elected by a majority vote of the district members after notice by first class mail.
(5) That the majority of the board of directors shall be district members.
(6) That bylaws shall be adopted providing for officers of the corporation consistent with Chapter 3 of Title 10A, including their qualifications, appointment, and terms.
(7) That no funds received by the corporation from assessments on the district members shall be expended except in accordance with the budget adopted or amended under the provisions of this article.
(8) That vacancies on the board of directors resulting from death, resignation, or removal shall be filled by the remaining members of the board of directors for the unexpired portion of the term.
(9) That at least once a year after creation of the district, the corporation shall hold a general membership and public meeting appropriately advertised in at least three public places within the district area and on the district’s website.
(10) That the corporation shall receive written suggestions from businesses in the district at any time.
(11) That municipal representatives designated by the mayor and by the governing body of the municipality shall be authorized to attend and participate in regular and called meetings of the board of directors, but shall not vote on any matters considered by directors.
(12) That no amendment to the articles of incorporation or any bylaws shall be effective unless approved by the board of directors.
(13) That a director shall receive no compensation for his or her service as a director, but shall be entitled to receive reimbursement for expenses actually incurred in the performance of his or her duties as approved by the board.
(14) That upon dissolution, or upon any withdrawal of the designation as the district management corporation, all interests in and title to funds held by or for the corporation, and all property of the corporation shall be transferred and assigned to a successor district management corporation, or if no successor district management corporation exists, to the general fund of the municipality for use in funding the programs as the board of directors of the district management corporation shall direct and designate.
(c) The district management corporation may do all things necessary to implement its purposes, including, but not limited to, the following:
(1) Adopt bylaws for the regulation of its affairs and the conduct of its business and prescribe rules, regulations, and policies in connection with the performance of its functions and duties.
(2) Employ individuals as may be required and fix and pay their compensation from funds available to the corporation.
(3) Apply for, accept, administer, and comply with the requirements respecting an appropriation of funds or a gift, grant, or donation of property or money.
(4) Enter into contracts as may be necessary or convenient to the exercise of the powers and functions of the corporation, including contracts with any individual, firm, corporation, governmental agency, or other entity.
(5) Administer and manage corporate funds and accounts and pay corporate obligations.
(6) Borrow money from private lenders or from governmental entities.
(7) Enforce the conditions of any loan, grant, sale, or lease made by the corporation.
(8) Provide security, sanitation, and other services to the district supplemental to those provided by the municipality.
(9) Advertise the district and businesses included within the district.
(10) Recruit new businesses to fill vacancies in the district.
(11) Organize and promote special events in the district.
(12) Provide special parking arrangements or manage ongoing parking programs for the district.
(13) Participate in other governmental programs that are qualified and included in its approval plan.
(14) Undertake other activities or initiatives within the district as the board of directors of the district management corporation deem appropriate.
(d) The nonprofit corporation designated as a district management corporation under this article shall be exempt from the state corporate income tax, corporate franchise tax, and permit fee, and from state, county, and municipal sales, use, license, gross receipts, and ad valorem taxes.

Legislative History

(Act 2023-253, §1.)