§ 11-89A-4 — Incorporation Procedure; Contents, Execution, and Filing of Certificate of Incorporation; Notice to Secretary of State

Alabama § 11-89A-4

• Jurisdiction: Alabama
• Title 11: Counties and Municipal Corporations
• Ch. 89A: Solid Waste Disposal Authorities

Text

(a) Within 40 days following the adoption of an authorizing resolution (or, if there is more than one, the last adopted thereof), the applicants shall proceed to incorporate an authority by filing for record in the office of the judge of probate of the county in which the principal office of the authority is to be located a certificate of incorporation which shall comply in form and substance with the requirements of this section and which shall be in the form and executed in the manner provided in this chapter and shall also be in the form theretofore approved by the governing body of each determining subdivision.
(b) The certificate of incorporation of the authority shall state:
(1) The names of the persons forming the authority, and that each of them is a duly qualified elector of the determining subdivision (or, if there is more than one, at least one thereof);
(2) The name of the authority (which may be a name indicating in a general way the area proposed to be served by the authority and shall include the words “_____ Solid Waste Disposal Authority,” or “The Solid Waste Disposal Authority of _____,” the blank spaces to be filled in with the name of one or more of the determining subdivisions or other geographically descriptive word or words, such descriptive word or words not, however, to preclude the authority from locating facilities or otherwise exercising its powers in other geographical areas), unless the Secretary of State shall determine that such name is identical to the name of any other corporation organized under the laws of the state or so nearly similar thereto as to lead to confusion and uncertainty, in which case the incorporators may insert additional identifying words so as to eliminate said duplication or similarity;
(3) The period for the duration of the authority (if the duration is to be perpetual, subject to the provisions of Section 11-89A-21, that fact shall be stated);
(4) The name of each determining subdivision together with the date on which the governing body thereof adopted an authorizing resolution;
(5) The location of the principal office of the authority, which shall be within the boundaries of the determining subdivision (or, if more than one, at least one thereof);
(6) That the authority is organized pursuant to the provisions of this chapter;
(7) If the exercise by the authority of any of its powers hereunder is to be in any way prohibited, limited, or conditioned, a statement of the terms of such prohibition, limitation, or condition;
(8) The number of members of the board of directors of the authority, which shall be an odd number not less than three, the duration of their respective terms of office (which shall not be in excess of six years) and (subject to the provisions of Section 11-89A-6) the manner of their election or appointment;
(9) Any provisions, not inconsistent with Section 11-89A-21, relating to the vesting of title to its properties upon its dissolution; and
(10) Any other related 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.
(c) The certificate of incorporation shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgements to deeds. When the certificate of incorporation is filed for record, there shall be attached to it (i) a copy of the application as filed with the governing body of each determining subdivision in accordance with the provisions of Section 11-89A-3, (ii) a certified copy of the authorizing resolution adopted by the governing body of each determining subdivision, and (iii) 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.
(d) Upon the filing for record of the said certificate of incorporation and the documents required by the preceding sentence to be attached thereto, the authority shall come into existence and shall constitute a public corporation under the name set forth in 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.

Legislative History

(Acts 1980, No. 80-278, p. 368, §5; Acts 1989, No. 89-744, p. 1476, §4.)