§ 22-21-182 — Borrowing by Corporation Generally; Debts Not Obligations of State, Counties or Municipalities; Tax Exemptions

Alabama § 22-21-182

• Jurisdiction: Alabama
• Title 22: Health, Mental Health, and Environmental Control
• Ch. 21: Hospitals and Other Health Care Facilities Generally
• Art. 6: County and Municipal Hospital Authorities

Text

(a) All securities of the corporation shall be signed in the name and behalf of the corporation by its chairman and attested by its secretary, but a facsimile of the signature of one, but not both, of such officers may be printed thereon in lieu of the manual signature of such officer, and the seal of the corporation shall be affixed thereto or a facsimile thereof printed thereon. Any interest coupons applicable to any securities of the corporation shall be signed by its chairman, but a facsimile of such chairman’s signature may be printed on any such interest coupons in lieu of his manually signing the same. Any securities of the corporation may be executed and delivered by it at any time and from time to time, shall be in such form and denomination and of such tenor and maturity or maturities not exceeding 40 years from their date, shall contain such provisions not inconsistent with this article and shall bear such rate or rates of interest without regard to any laws of the State of Alabama governing usury or prescribing or limiting interest rates, including, without limitation, the provisions of Chapter 8 of Title 8 of this code, payable and evidenced in such manner as may be provided by the resolution of the board of directors authorizing the same or by the trust or mortgage indenture under which issued.
(b) Any borrowing may be effected by the issuance and sale of such securities in such manner, at such price or prices, at such time or times and on such other terms and conditions as may be determined by the board of directors to be most advantageous, without regard to any statute that might otherwise require a public advertised sale. The corporation may pay all expenses, premiums and commissions which its board of directors may deem necessary and advantageous in connection with any financing done by it. Securities issued by the corporation shall not be general obligations of the corporation but shall be payable solely from the sources specified in the resolution of the board of directors authorizing the same or in the trust or mortgage indenture under which issued.
(c) As security for payment of the principal of and the interest (and premiums, if any) on any securities issued by it, the corporation may mortgage, pledge or otherwise convey any of its property and any of its revenues from any source, including, but without limitation, any one or more of the following:
(1) Any taxes which may be levied for the benefit of the corporation or any hospital owned or operated by it or the proceeds of which may have been appropriated to the corporation, or to or for the benefit of, any hospital owned or operated by it, by the Legislature or by the governing body of a county or a municipality; and
(2) Revenues from any hospital owned or operated by it.
(d) Any mortgage or trust indenture executed on behalf of the corporation as security for any of its securities and any resolution of the board of directors authorizing the issuance of any such securities may contain such agreements as the board of directors may deem advisable respecting the operation and maintenance of its properties, the application and use of the taxes or revenues, or both, out of which any such securities are payable, the rights or duties of the parties to such instruments or the parties for the benefit of whom such instrument is made and the rights and remedies in the event of default and may also contain provisions restricting the individual rights of action of the holders of any such securities; and any such mortgage or mortgage indenture may also provide that in the event of any default thereunder it may be foreclosed either by sale at public outcry or by judicial proceedings and that the trustee under such mortgage or mortgage indenture or the holders of any securities secured thereby may become the purchaser at any foreclosure sale if the highest bidder. Any such mortgage or mortgage indenture may be filed in the office of the judge of probate of any county in which any of the property, real, personal or mixed, subject to the lien thereof is, or is anticipated to be, located, and the lien of such mortgage or mortgage indenture shall, with respect to all personal property and fixtures subject thereto, including after-acquired property, and notwithstanding any contrary provisions of, and without compliance with, the Uniform Commercial Code, be valid and binding against all parties having claims of any kind against the corporation, irrespective of whether the parties have actual notice thereof, from the time such mortgage or mortgage indenture is so filed. Any such pledge of any such taxes or revenues shall be valid and binding from the time it is made, and the taxes or revenues so pledged and thereafter received by the corporation shall immediately become subject to the lien of such pledge without any physical delivery thereof or further act. The lien of such pledge shall, notwithstanding any contrary provisions of the Uniform Commercial Code, and without compliance with the provisions thereof, be valid and binding against all parties having claims of any kind against the corporation, irrespective of whether the parties have actual notice thereof, from the time there is filed in the office of the judge of probate of the county a notice stating the date on which the resolution authorizing the issuance of the securities was adopted by the board, the principal amount of the securities issued, a brief description of the taxes or revenues so pledged and a brief description of any property the revenues from which are so pledged.
(e) All debts created and securities issued by the corporation shall be solely and exclusively an obligation of the corporation and shall not create an obligation or debt of the State of Alabama or of any county or municipality. The faith and credit of the State of Alabama, or of any county or municipality therein, shall never be pledged for the payment of any securities issued by the corporation. All securities issued by the corporation shall be construed to be negotiable instruments although payable solely from one or more specified sources. All securities issued by the corporation, the income therefrom, and all mortgages and other instruments executed as security therefor, all leases made pursuant to the provisions of this section and all revenues derived from any such leases and all deeds and other documents executed by or delivered to the corporation shall be exempt from all taxation in the State of Alabama.

Legislative History

(Acts 1975, 3rd Ex. Sess., No. 183, p. 442, §9.)