Section 15-18-179
Application for incorporation; certificate of incorporation; amendment; board of directors; dissolution; funding; competitive bidding laws not applicable.
(a) A public corporation may be organized as a community punishment and corrections authority pursuant to this article in any county or group of counties located in one or more judicial circuits. In order to incorporate the public corporation, any number of natural persons, not less than three, who are duly qualified electors of a proposed county or counties shall first file a written application with the county commission or any two or more thereof. The application shall contain all of the following:
(1) The names of each county commission with which the application is filed.
(2) A statement that the applicants propose to incorporate an authority pursuant to this article.
(3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of the county, or if there is more than one, at least one thereof.
(5) A request that the governing body of the determining subdivision adopt a resolution declaring that it is wise, expedient, and necessary that the proposed authority be formed, approving its certificate of incorporation, and authorizing the applicants to proceed to form the proposed authority by the filing for record of a certificate of incorporation in accordance with this article. Every application shall be accompanied by a form of certification of incorporation of the proposed authority and by any other supporting documents or evidence as the applicants may consider appropriate.
As promptly as may be practicable after the filing of the application with the county commission in accordance with this section, the county commission with which the application was filed shall review the contents of the application, and the accompanying form of certificate of incorporation. The county commission shall thereafter adopt a resolution either denying the application or declaring that it is wise, expedient, and necessary that the proposed authority be formed, and that a community punishment and corrections program be established in such jurisdiction, approving the form of its certificate of incorporation, and authorizing the applicants to proceed to form the proposed authority by the filing for record of a certificate of incorporation in accordance with this article. While it shall not be necessary that the resolution be published in a newspaper or posted, each governing body with which the application is filed shall also cause a copy of the application to be spread upon or otherwise made a part of the minutes of the meeting of the governing body at which final action upon the application is taken.
(b) 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 as provided in this article and as approved by the governing body of each determining subdivision.
(c) The certificate of incorporation of the authority shall state all of the following:
(1) The names of the persons forming the authority, and that each of them is a duly qualified elector of the county, 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 "____ Community Punishment and Corrections Authority," or "The Community Punishment and Corrections Authority of _____," the blank spaces to be filled in with the name of one or more of the counties or other geographically descriptive word or words, such descriptive word or words not, however, to preclude the authority from exercising its powers in other geographical areas unless the Secretary of State shall determine that the 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 duplication or similarity.
(3) The period for duration of the authority; if the duration is to be perpetual, subject to subsection (g), that fact shall be stated.
(4) The name of each county together with the date on which the governing body adopted an authorizing resolution.
(5) The location of the principal office of the authority, which shall be within the boundaries of the county, or if more than one, at least one thereof.
(6) That the authority is organized pursuant to this article.
(7) The number of members of the board of directors of the authority, which shall be an odd number not less than five; the duration of their respective terms of office, which shall not be in excess of six years; and subject to the provisions of subsection (e), the manner of their election or appointment.
(8) Any provisions, not inconsistent with subsection (g), relating to the vesting of title to its properties upon its dissolution.
(9) Any other related matters relating to the authority that the incorporators may choose to insert and that are not inconsistent with this article or with the laws of the state.
(10) The certificate of incorporation shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgments to deeds. When the certificate of incorporation is filed for record, there shall be attached to it:
a. A copy of the application as filed with the county commission or county commissions in accordance with subsection (a).
b. A certified copy of the authorizing resolution adopted by the county commission or county commissions.
c. 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 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 the 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.
(e) The certificate of incorporation of any authority incorporated under this article may be amended at any time in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the resolution and may include any matters which might have been included in the original certificate of incorporation.
After adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chair of the board and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of the county commission or county commissions, requesting the county commission or county commissions to adopt a resolution approving the proposed amendment, and accompanied by a certified copy of the resolution adopted by the board proposing the amendments to the certificate of incorporation, together with such documents in support of the application as the chair of the board may consider appropriate. As promptly as may be practicable after the filing of the application pursuant to the foregoing provisions of this section, the county commission or county commissions shall review the application and shall adopt a resolution either denying the application or authorizing the proposed amendment. While it shall not be necessary that the resolution be published in a newspaper or posted, the county commission or county commissions with which the application is filed shall also cause a copy of the application and all accompanying documents to be spread upon or otherwise made a part of the minutes of the meeting of the county commission at which final action upon the application is taken. The certificate of incorporation of an authority may be amended only after the filing of an application for amendment and adoption by the county commission of each county of an approving resolution.
Within 40 days following the adoption by the county commission of a resolution approving the proposed amendment, or if there is more than one, the last adopted of the approving resolutions, the chairman of the board of the authority and the secretary of the authority shall sign and file for record in the office of the judge of probate with which the certificate of incorporation of the authority was originally filed, a certificate in the name of and in behalf of the authority, reciting the adoption of the respective resolutions by the board and by the county commission or county commissions and setting forth the proposed amendment. The judge of probate shall thereupon record the certificate in an appropriate book in his or her office. When the certificate has been 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 an authority shall be amended except in the manner provided in this section.
(1) Each authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, except the board shall consist of at least five directors who shall be appointed by the county commission or county commissions of the counties involved. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised, and the authority shall be governed by the board or pursuant to its authorization. The directors or persons shall serve the terms of office as shall be specified in the certificate of incorporation of the authority. Any county commissioner or other county officer or employee shall be eligible for appointment to the board.
(2) If, at the expiration of any term of office of any director, a successor thereto shall not have been elected or appointed, then the director whose term of office shall have expired shall continue to hold office until a successor shall be so elected or appointed. If at any time there should be a vacancy on the board, whether by death, resignation, incapacity, disqualification, or otherwise, a successor director to serve for the unexpired term applicable to the vacancy shall be elected or appointed by the entity which appointed the member whose absence has created the vacancy. Each election or appointment of a director, whether for a full term or to complete an unexpired term, shall be made not earlier than 30 days prior to the date on which the director is to take office. Any director, irrespective of how elected or appointed, shall be eligible for reelection or reappointment.
(3) Each director shall serve without compensation but may be reimbursed for expenses actually incurred in and about the performance of his or her duties. A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board may be adjourned from time to time by a majority of the directors present or may be so adjourned by a single director if the director is the only director present at the meeting. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the board. The board shall hold regular meetings at the times as may be provided in the bylaws of the authority. The board may hold other meetings at any time upon providing notice as required by the bylaws of the authority, and, upon call of the chair of the authority or a majority of the total number of directors, shall hold a special meeting. The meetings of the authority shall not be subject to the provisions of Section 13A-14-2, or other similar law.
(f) Every authority shall have all of the powers necessary and convenient to carry out and effectuate the purposes and provisions of this article, including, without limiting the generality of the foregoing, the powers granted nonprofit corporations under the Alabama Nonprofit Corporation Act.
(g) A board may adopt a resolution, which shall be duly entered upon its minutes, declaring that the authority shall be dissolved. Notwithstanding the foregoing, an authority may not dissolve if there are any offenders participating in a community punishment and corrections program under its supervision. Upon filing for record of a certified copy of the resolution in the office of the judge of probate with which the authority's certificate of incorporation is filed, the authority shall thereupon stand dissolved and in the event it owned any property at the time of its dissolution, the title to all its properties shall thereupon pass to the authorizing counties.
(h) Where a group of counties combine and approve the creation of an authority as provided herein, or otherwise establish a community punishment and corrections program, the application for funding to the department shall contain a cooperative agreement indicating the willingness of each county to collaborate on the proposed program and to meet specific objectives. In addition, multi-jurisdictional applications shall provide for appointment of one fiscal agent to coordinate the financial activities of the grant.
(i) Articles 2 and 3 of Chapter 16 of Title 41, or other similar laws, shall not apply to an authority organized under this article, its directors, or any of its officers, agents, or employees in their capacities as such.
(Acts 1991, No. 91-441, p. 795, §10; Act 2003-353, p. 930, §1.)