§ 11-66A-3 — Incorporation and Organization of a Research and Development Corridor; Certificate of Incorporation

(a) Upon compliance with public notice requirements, the governing body of any subdivision, or the governing bodies of any two or more subdivisions, may authorize the incorporation and organization of a research and development corridor, located exclusively within the respective corporate limits of the proposed authoring subdivisions, as a public corporation of the state, with powers set forth in this chapter, for the purpose of establishing or undertaking any project.
(b) In order to incorporate and organize a research and development corridor, not less than three natural persons who are qualified electors of a proposed authorizing subdivision shall file a written application with the governing body of each proposed authorizing subdivision. The application shall:
(1) State that the applicants propose to incorporate a research and development corridor pursuant to this chapter;
(2) State the name of each subdivision with which the application is filed;
(3) State that each of the applicants is a qualified elector of a proposed authorizing subdivision;
(4) Attach the proposed certificate of incorporation of the proposed corridor and state that the proposed certificate of incorporation is attached to the application and made a part thereof;
(5) Attach an affidavit of publication from a newspaper of circulation in each authorizing subdivision of the intent to form a research and development corridor and the geographic boundaries of the corridor; and
(6) Request the governing body of each proposed authorizing subdivision to adopt a resolution that the proposed corridor be formed, that the proposed certificate of incorporation of the corridor be approved, and that the applicants are authorized and directed to proceed to form the proposed corridor by the filing for record of a certificate of incorporation in accordance with this chapter.
(c) The certificate of incorporation of corridor shall state all of the following:
(1) The names of the individuals forming the corridor, and that each of them is a qualified elector of an authorizing subdivision for the corridor.
(2) The name of the corridor, which may be a name indicating in a general way the area proposed to be included within or served by the corridor and shall include the words “___________ Research and Development Corridor,” or “The Research and Development Corridor of ____________,” the blank spaces to be filled in with the name of the authorizing subdivisions or other geographically descriptive word or words.
(3) That the corridor is organized pursuant to this chapter.
(4) The name of each authorizing subdivision together with the date on which the governing body thereof adopted an authorizing resolution.
(5) The period for the duration of the corridor, which may be perpetual subject to this chapter.
(6) The location of the principal office of the corridor, which must be within the corporate limits of an authorizing subdivision.
(7) The number of members, which must be an odd number not less than three, of the board of directors of the corridor and the duration of the term of office, which shall not be in excess of six years.
(8) A description of the geographic boundaries of the corridor, which boundaries must be within the corporate limits of an authorizing subdivision that adopted an authorizing resolution to create the corridor and which description may be by reference to tax assessment tracts in accordance with the tax assessor’s system, by metes and bounds, by subdivision lot, by reference to recorded deeds, or by other reasonable reference method.
(9) The terms of any prohibition, limitation, or condition with respect to the exercise of any authority or power of the corridor or the duration of the corridor, if any.
(10) Any provision that provides for the vesting of title to property of the corridor upon dissolution of the corridor, which must not be in violation of this chapter or other state law.
(11) That the corridor shall be a nonprofit corporation and no part of its net earnings remaining after payment of its expenses shall inure to the benefit of any individual, firm, or corporation.
(d)(1) The governing body of a subdivision with which an application is filed pursuant to this chapter, as promptly as practicable, shall review the application and the attached form of certificate of incorporation.
(2) The governing body of each subdivision that has adopted an authorizing resolution shall cause the resolution to be made a part of the minutes and record of the meeting of the governing body during which the authorizing resolution was adopted.
(3) An authorizing resolution shall operate and be construed only as historical and evidential. An authorizing resolution shall not operate or be construed as of general and permanent nature or operation, may be adopted at the same meeting at which it is introduced, and shall be effective immediately upon adoption without posting or publication by any electronic, printed, or other means.
(e) As soon as practicable after the adoption of an authorizing resolution by each authorizing subdivision, the applicants shall do all of the following:
(1) Execute and acknowledge the certificate of incorporation as approved by each of the authorizing subdivisions before an officer authorized by law to take acknowledgments to deeds.
(2) Attach to the certificate of incorporation both of the following:
a. A certified copy of each authorizing resolution.
b. A certificate by the Secretary of State stating that the name proposed for the corridor is not identical to that of any other corporation organized under state law or so nearly similar as to lead to confusion and uncertainty.
(3) File the certificate of incorporation for record in the office of the judge of probate of the county in which the principal office of the corridor is to be located.
(f) Upon the filing for record of the certificate of incorporation, the corridor shall come into existence and shall constitute a public corporation under the name set forth in the certificate of incorporation, whereupon the corridor shall be vested with all authority, powers, and rights granted by this chapter, and the judge of probate shall send a notice to the Secretary of State that the certificate of incorporation of the corridor has been filed for record.
(g) The certificate of incorporation of any corridor may be amended in the following manner:
(1) The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which must be set forth in full in the resolution. The amendment may include any matters that may have been included in the original certificate of incorporation. An amendment to the certificate of incorporation may not authorize the corridor to acquire property or otherwise expand its activities outside the corporate limits of its authorizing subdivision or authorizing subdivisions.
(2) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the corridor, the chair of the board and the secretary of the corridor shall sign and file a written application in the name of and on behalf of the corridor with the governing body of each authorizing subdivision requesting the governing body to adopt a resolution approving the proposed amendment, and accompanied by a certified copy of the resolution adopted by the board proposing the amendment to the certificate of incorporation, together with documents in support of the application as the chair considers appropriate.
(3) As promptly as practicable after the filing of the application with the authorizing subdivision and upon compliance with public notice requirements, the governing body shall review the application. The governing body of each subdivision that has adopted a resolution approving the amendment shall cause the resolution to be made a part of the minutes and record of the meeting of the governing body during which the resolution was adopted. A resolution approving an amendment shall operate and be construed only as historical and evidential. An authorizing resolution shall not operate or be construed as of general and permanent nature or operation, may be adopted at the same meeting at which it is introduced, and shall be effective immediately without posting or publication by any electronic, printed, or other means.
(4) As soon as practicable after the adoption of a resolution approving the amendment by each authorizing subdivision, the chair of the board of the corridor and the secretary of the corridor shall sign and file for record in the office of the judge of probate with which the certificate of incorporation of the corridor was originally filed a certificate in the name of and on behalf of the corridor reciting the adoption of the respective resolutions by the board and by the governing body of each authorizing subdivision, setting forth the proposed amendment. The judge of probate for the county shall thereupon record the certificate in an appropriate book in his or her office. When the certificate has been so filed and recorded, the amendment shall become effective and the certificate of incorporation shall thereupon be amended to the extent provided in the amendment. No certificate of incorporation of a research and development corridor shall be amended except in the manner provided in this section.

Legislative History

(Act 2024-308, §3.)