1 HB463
2 210435-3
3 By Representatives England, Wingo, Poole, Sullivan, South and
4 McCampbell
5 RFD: Transportation, Utilities and Infrastructure
6 First Read: 25-FEB-21
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1
2 ENROLLED, An Act,
3 Providing for the creation of joint road improvement
4 authorities for counties and participating municipalities;
5 providing a procedure for incorporation; providing for the
6 qualifications, procedure for election, and terms of the
7 officers and directors of an authority; providing for the
8 procedure for reincorporating and ratifying the existence of
9 previously created road improvement commissions in counties
10 containing a Class 4 municipality incorporated under Chapter
11 44B of Title 11, Code of Alabama 1975; providing for the
12 issuance, sale, and execution of bonds; providing for the
13 disposition of proceeds from sale of bonds and refunding
14 bonds; providing for the making of grants and the amendment of
15 articles; providing for powers of an authority; providing for
16 certain exemptions from taxation; providing for limited
17 liability; providing a procedure for validating bond issues;
18 authorizing other governmental bodies to appropriate funds and
19 donate property to an authority; providing for the dissolution
20 of authorities and transfer of funds and assets upon
21 dissolution; allowing municipalities, counties, the state, the
22 Teachers' Retirement System of Alabama, the Employees'
23 Retirement System of Alabama, the State Insurance Fund, and
24 fiduciaries to invest in bonds issued by an authority; and
25 authorizing bonds to be pledged as security.
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1 BE IT ENACTED BY THE LEGISLATURE OF ALABAMA:
2 Section 1. Definitions.
3 When used in this act, the following terms shall
4 have the following meanings:
5 (1) ARTICLES. The articles of incorporation or
6 articles of reincorporation of an authority.
7 (2) AUTHORITY. A public corporation incorporated or
8 reincorporated pursuant to the provisions of this act.
9 (3) BOARD of DIRECTORS. The board of directors of an
10 authority.
11 (4) BOND or BONDS. A bond or bonds issued under this
12 act.
13 (5) COUNTY OF INCORPORATION. The county in which an
14 authority has been or is proposed to be incorporated or
15 reincorporated.
16 (6) DIRECTORS. The members of the board of
17 directors.
18 (7) INCORPORATORS. The natural persons filing a
19 written application for the incorporation or reincorporation
20 of an authority pursuant to this act.
21 (8) MUNICIPALITY. Any municipal corporation wholly
22 or partially within the county of incorporation.
23 (9) PARTICIPATING MUNICIPALITY. Any municipality
24 named in the articles that elects to participate in the
25 incorporation or reincorporation of the authority.
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1 (10) PERSON. Unless limited to a natural person by
2 the context in which it is used, any person, including,
3 without limitation, a private firm, a private association, a
4 corporation, and a public person.
5 (11) PROBATE JUDGE. The judge of probate of the
6 county of incorporation of an authority.
7 (12) PROJECT. Any land and any buildings or other
8 improvements thereon, and all real, personal, and mixed
9 properties deemed by an authority to be necessary or
10 appropriate in connection therewith, whether or not now in
11 existence, which shall be suitable for road improvement
12 purposes. The determination of an authority that a proposed
13 use is within this definition shall be conclusive.
14 (13) PUBLIC PERSON. The state and any county,
15 municipal corporation, public corporation, agency, subdivision
16 thereof, instrumentality thereof, or similar person.
17 Section 2. Legislative findings of fact and
18 declaration of intent; construction of article.
19 The Legislature hereby makes the following findings
20 of fact and declares its intent to be as follows:
21 (1) The Legislature acknowledges the key role of
22 public corporations in the state in promoting public interest
23 through acquiring, enlarging, improving, expanding, owning,
24 operating, leasing, and disposing of road improvement related
25 properties. It has come to the attention of the Legislature
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1 that questions have been raised as to the status of certain
2 road improvement commissions located in certain counties. It
3 is the intent of the Legislature to promote the public health
4 and general welfare by exercising its police power to
5 authorize the formation of independent public corporations
6 created jointly by counties and municipalities, and the
7 reincorporation of existing road improvement commissions
8 located in counties containing a Class 4 municipality, as
9 defined by Section 11-40-12, Code of Alabama 1975,
10 incorporated under Chapter 44B of Title 11, Code of Alabama
11 1975, having as their general purposes the promotion of road
12 improvement purposes, facilities and activities and having the
13 power to issue bonds, among certain other powers.
14 (2) This act shall be liberally construed in
15 accordance with the findings of fact and declaration of intent
16 in this section.
17 Section 3. Authorization and procedure for
18 incorporation generally.
19 Any number of natural persons, not less than three,
20 residing in the county of incorporation may incorporate an
21 authority as provided in this act. The incorporators shall
22 file a written application in accordance with Section 4.
23 Section 4. Filing of application for incorporation
24 with probate judge; contents thereof; recordation of
25 application by probate judge; approval or disapproval by
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1 governing body of county of incorporation and each
2 participating municipality.
3 (a) The written application of the incorporators
4 shall be filed with the probate judge, which application
5 shall:
6 (1) Contain a statement that the incorporators
7 propose to incorporate an authority pursuant to this act.
8 (2) State that each of the incorporators is a
9 resident of the county of incorporation.
10 (3) Request that the governing body of the county of
11 incorporation and each participating municipality adopt a
12 resolution declaring that it is expedient that the proposed
13 authority be formed, approving the written application, and
14 authorizing the incorporators to proceed to form the proposed
15 authority by filing for record articles in accordance with
16 this act.
17 (b) The application shall include the form of
18 articles of the proposed authority.
19 (c) The governing body of the county of
20 incorporation and of each participating municipality shall
21 review the contents of the application and the accompanying
22 form of articles and shall adopt a resolution to deny the
23 application or to declare that it is expedient that the
24 proposed authority be formed, approving the form of the
25 articles, and authorizing the incorporators to proceed to form
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1 the proposed authority by filing for record pursuant to
2 subsection (c) of Section 5.
3 (d) It shall not be necessary that a resolution be
4 published in any newspaper or posted or be offered for more
5 than one reading.
6 (e) No authority may be formed until the application
7 and the resolution have been adopted.
8 Section 5. Contents, signing, and filing of
9 articles.
10 (a) The articles of an authority shall state all of
11 the following:
12 (1) The names of the incorporators and that each is
13 a resident of the county of incorporation.
14 (2) The name of the authority, which may be a name
15 indicating in a general way the geographic area proposed to be
16 served by the authority and include the words "Road
17 Improvement Authority" (e.g., "The ________________ Road
18 Improvement Authority" or "The Road Improvement Authority of
19 ________________," the blank space to be filled in with a
20 geographically descriptive word or words, but the descriptive
21 word or words shall not preclude the authority from exercising
22 its powers in other geographic areas).
23 (3) The period of the authority, which may be
24 perpetual.
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1 (4) The location of the principal office of the
2 authority, located within the boundaries of the county of
3 incorporation.
4 (5) That the authority is organized pursuant to this
5 act.
6 (6) The prohibitions, limitations, or conditions of
7 the authority.
8 (7) A minimum of three directors and the duration of
9 their respective terms of office which may not be in excess of
10 six years.
11 (8) The manner of appointing directors. Except as
12 provided in Section 6, the articles may specify that the
13 directors are to be appointed by any of the following:
14 a. The governing body of the county of
15 incorporation.
16 b. The governing bodies of the participating
17 municipalities.
18 c. The individual members of the governing bodies,
19 based upon districts, precincts, place numbers, or another
20 method.
21 d. The legislative delegation of the county of
22 incorporation.
23 e. Any combination of paragraphs a. to d. as the
24 articles prescribe.
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1 (8)a. The manner of appointing directors. Except as
2 provided in Section 6, the articles may specify that the
3 directors are to be appointed by any of the following:
4 1. The governing body of the county of
5 incorporation.
6 2. The governing bodies of the participating
7 municipalities.
8 3. The individual members of the governing bodies,
9 based upon districts, precincts, place numbers, or another
10 method.
11 4. The legislative delegation of the county of
12 incorporation.
13 5. Any combination of subparagraphs 1. to 4. as the
14 articles prescribe.
15 b. All persons making appointments to a board of
16 directors of a joint road improvement authority shall
17 coordinate their appointments so that diversity of gender,
18 race, and geographical areas is reflective of the makeup of
19 the county of incorporation.
20 (9) Any provisions not inconsistent with this act
21 relating to the dissolution of the authority and the vesting
22 of title to its assets and properties upon dissolution.
23 (10) Any other matters relating to the authority
24 that the incorporators may choose to insert and that are not
25 inconsistent with this act or with the laws of the state.
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1 (b) The articles shall be signed by each of the
2 incorporators.
3 (c) The authority shall constitute a public
4 corporation under the name set forth in its articles upon the
5 filing of record of the article with the probate judge. The
6 recording of the articles by the probate judge shall be
7 conclusive evidence of the due, legal, and valid incorporation
8 of the authority. The probate judge shall record the articles
9 in an appropriate book in his or her office. There shall be no
10 filing fees or recording taxes due or payable on account of
11 the filing for record of the articles.
12 Section 6. Authorization and procedure for
13 reincorporation of existing road improvement commissions;
14 continuation in office of directors; effect of
15 reincorporation.
16 (a) In any county containing a Class 4 municipality
17 incorporated under Chapter 44B of Title 11, Code of Alabama
18 1975, where there has been an attempt to create a road
19 improvement commission by general or local legislation, but
20 the attempted creation or incorporation is or may be invalid
21 because of an irregularity in the procedure followed or
22 invalidity of or defect in the statute under which the
23 attempted creation or incorporation of the authority or board
24 was made, a minimum of four natural persons who reside in the
25 county in which the authority is to be incorporated and who
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1 are members of the road improvement commission may file a
2 written application with the probate judge of the county in
3 which the road improvement commission has been attempted to be
4 created. The application shall:
5 (1) Contain a statement that the incorporators
6 propose to reincorporate the commission into an authority
7 pursuant to this act.
8 (2) State that each of the applicants is a resident
9 of the county of incorporation and a member of the commission.
10 (3) Request that the county commission of the county
11 of incorporation and of each participating municipality adopt
12 a resolution declaring that it is expedient that the road
13 improvement commission be reincorporated as a road improvement
14 authority, approving the written application, and authorizing
15 the incorporators to proceed to reincorporate the road
16 improvement commission by filing for record articles in
17 accordance with this act.
18 (b)(1) An application shall be accompanied by the
19 form of articles of the road improvement commission proposed
20 to be reincorporated.
21 (2) The articles shall specify that the manner of
22 appointment of the board of directors shall be the same as
23 provided for in the general or local legislation creating or
24 attempting to create the road improvement commission.
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1 (c) The governing body of the county of
2 incorporation and of each participating municipality shall
3 review the contents of the application and the accompanying
4 form of articles and shall adopt a resolution either to deny
5 the application or declare that it is expedient that the
6 proposed reincorporation occur, approving the form of
7 articles, and authorizing the incorporators to proceed to
8 reincorporate the road improvement commission by filing for
9 record the articles in accordance with the provisions of
10 Section 5, except that the articles shall specify the name of
11 the road improvement commission being reincorporated.
12 (d) It shall not be necessary that any resolution be
13 published in any newspaper or posted or be offered for more
14 than one reading.
15 (e)(1) Upon the filing for record of the articles of
16 the authority with the probate judge, the commission shall be
17 reincorporated and the existence and validity of the authority
18 validated and ratified retroactive to the initial creation or
19 attempted creation of the commission, with all authorities and
20 powers granted to an authority under this act. All actions
21 taken, policies observed, contracts, obligations, agreements
22 and understandings entered, property owned, acquired,
23 received, or conveyed, any civil actions pending or concluded,
24 any employee rights or benefits granted, and all other matters
25 with respect to the road improvement commission occurring or
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1 existing prior to the date of reincorporation shall be deemed
2 transferred, assigned, and conveyed to, and received,
3 accepted, and adopted by, the authority as of the date of
4 reincorporation, and shall be deemed valid, binding,
5 effective, legal, and constitutional with respect to the
6 authority after the date of reincorporation if those matters
7 would have been valid, binding, legal, effective, or
8 constitutional if occurring after the date of reincorporation
9 under the terms of this act.
10 (2) Upon the filing for record of the articles of
11 the authority with the probate judge, the proceeds of any
12 taxes that are directed by law to be paid to the road
13 improvement commission, including, but not limited to, those
14 taxes directed to be paid to the road improvement commission
15 under Act 56 of the 1953 Regular Session, as amended, shall
16 thereafter be paid to the reincorporated road improvement
17 authority.
18 (f) Upon reincorporation, the directors of the
19 authority shall consist of those natural persons who were
20 members of the road improvement commission prior to
21 reincorporation, until new appointments are made under the
22 articles of the authority.
23 Section 7. Further authorization and procedure for
24 reincorporatio