§ 22-21-73 — Incorporation - Certificate of Incorporation - Form and Contents; Approval by County Commission; Validation of Certain Certificates of Incorporation

(a) The certificate of incorporation shall state:
(1) The name of the corporation, which shall be “_____ County Hospital Board,” if such name is available for use by the corporation and, if not available, then the incorporators shall designate some other similar name that is available; provided, that if the corporate functions of the corporation are to be exercised in a portion only of the county, the corporate name of the corporation shall be a name that is appropriate for the area in which such functions are to be exercised;
(2) The location of its principal office and the post office address thereof;
(3) The number of directors, which number shall be a multiple of three and shall be not less than nine, except that, in counties having a population of less than 50,000 inhabitants according to the 1950 or any subsequent federal decennial census, the number of directors shall be nine, and the terms for which they shall hold office;
(4) In the event that the corporation is to exercise its corporate functions in a portion only of the county and not in the county as a whole, a brief description of the area of the county in which such functions are to be exercised; and
(5) The period, if any, for the duration of the corporation; if the duration of the corporation is to be perpetual, that fact shall be stated.
(b) The certificate of incorporation may also contain:
(1) Provisions requiring that one or more of the directors shall be elected or appointed from persons residing in certain specified political or other similar subdivisions of the county or from certain specified occupational, professional or other similar groups or from among persons nominated by the governing bodies of certain specified political subdivisions in the county, by certain specified public officials or by certain occupational, professional or similar groups; provided, that if the certificate of incorporation does contain provisions requiring that one or more directors be elected or appointed from among persons nominated by governing bodies, public officials or groups other than the county commission of the county, it shall also require that there shall be at least three nominees for each place on the board of directors to be so filled; provided further, that no such certificate of incorporation may contain any provisions permitting a director to be an officer of the county or an incorporated municipality unless such is permitted by Section 22-21-76 or any provisions permitting a person who is not a resident of the county to be a director; and
(2) Any other provisions not contrary to law which the incorporators may choose to insert for the regulation and conduct of the affairs of the corporation.
(c) The form and contents of the certificate of incorporation must be submitted to the county commission of the county for its approval, which shall be evidenced by resolution duly entered on the minutes of said county commission.
(d) The certificate of incorporation of any corporation containing provisions of the type authorized in subdivision (1) of subsection (b) of this section is hereby validated and confirmed, and such provisions shall be fully effective as if, at the time of the approval and filing of such certificate of incorporation, the aforesaid subdivision (1) of subsection (b) of this section was included in this section.

Legislative History

(Acts 1949, No. 46, p. 68, §4; Acts 1955, No. 171, p. 436, §1; Acts 1961, No. 761, p. 1083, §2; Acts 1967, No, 401, p. 1007, §4; Acts 1975, No. 1043, p. 2094, §1.)