§ 22-21-352 — Further Provision for Amendment of Certificates of Incorporation or Reincorporation

(a) Except as otherwise provided in the last sentence of this subsection, any authority that now exists, or that is hereafter organized or reincorporated (as the case may be) pursuant to the provisions of the enabling statute, shall have the power to amend its certificate of incorporation or certificate of reincorporation, in the manner hereinafter provided, so as to provide:
(1) That the governing body of an authorizing subdivision empowered (either alone or jointly with the governing body or bodies of one or more other authorizing subdivisions) to elect or appoint one or more directors shall so elect or appoint all or any of such directors only from a list of nominees, as provided in subdivision (2) below, proposed by the board and otherwise qualified, in accordance with law and with the terms of such certificate of incorporation or certificate of reincorporation (as the case may be), or any amendment thereto made pursuant to the provisions of the enabling statute, to serve as a director; and
(2) That in the case of a vacancy resulting from the expiration of the stated term of office of any such director, the board shall, not more than 90 nor less than 10 days prior to the expiration of such term of office (or in case of a vacancy resulting from the death or resignation of any such director or from a cause other than the expiration of the stated term of office of any such director, within 30 days following the occurrence of such vacancy):
a. By resolution duly adopted, propose a list of nominees (not less than three in number) for each place or seat on the board that is or is to become vacant as aforesaid; and
b. Cause a certified copy of such resolution to be filed with the governing body of the authorizing subdivision or subdivisions empowered to elect or appoint such director.
To amend its certificate of incorporation or certificate of reincorporation so to provide, the board shall first adopt a resolution approving and authorizing such an amendment to the certificate of incorporation or certificate of reincorporation (as the case may be) of the authority, which amendment shall be set forth in full in the said resolution. Within 40 days following the adoption of such resolution, the chairman and the secretary of the authority shall sign and file for record, in the office of the judge of probate of the county in which the original certificate of incorporation or certificate of reincorporation (as the case may be) of the authority was filed, a certificate in the name and on behalf of the authority, under its seal, reciting the adoption of such resolution by the board and setting forth the proposed amendment. The said judge of probate shall thereupon record such certificate in an appropriate book in his office. When such certificate has been so filed and recorded, such amendment shall become effective without any further consents or approvals (including, without limitation, any consents or approvals that would otherwise be required by law for amendments to such certificate of incorporation or certificate of reincorporation, as the case may be), and the certificate of incorporation or certificate of reincorporation (as the case may be) of such authority shall thereupon be amended to the extent provided in such amendment. The preceding provisions of this subsection shall not, however, apply to any authority if its certificate of incorporation or certificate of reincorporation (as the case may be), or any amendment thereto made pursuant to the provisions of the enabling statute, expressly denies to such authority the power to amend its certificate of incorporation or certificate of reincorporation as provided in this subsection.
(b) Nothing in this section shall be construed to prohibit the inclusion in the original certificate of incorporation or certificate of reincorporation of any authority (or in any amendment thereto made pursuant to the provisions of the enabling statute) of provisions requiring the election or appointment of any director of such authority by the governing body of an authorizing subdivision (either alone or jointly with the governing body or bodies of one or more other authorizing subdivisions) from a list of nominees proposed by the board, provided that the number of directors elected or appointed by the governing body or bodies of one or more authorizing subdivisions without reference to any list of nominees (whether proposed by the board or otherwise) or other condition, is at least a majority of the total number of directors, it being understood and intended by the Legislature, however, that in the case of an amendment to the certificate of incorporation or certificate of reincorporation made pursuant to the provisions of the preceding subsection (a), there shall be no limit on the number of directors that may be elected or appointed by the governing body or bodies of the authorizing subdivisions only from a list of nominees proposed by the board.

Legislative History

(Acts 1987, No. 87-745, p. 1458, §3.)