Section 41-10-53 Authority and Procedure for Incorporation of Authority; Members, Officers and Directors of Authority; Reduction to Writing, Recordation and Admissibility in Evidence of Proceedings of Board of Directors.

(a) The Director of Finance, the Secretary of the Alabama Department of Commerce, the State Treasurer and the Executive Secretary to the Governor are hereby authorized to become a corporation, with the powers and authorities provided for in this article, by proceeding according to the provisions hereinafter outlined in this article. To become a corporation, the Director of Finance, the Secretary of the Alabama Department of Commerce, the State Treasurer and the Executive Secretary to the Governor shall present to the Secretary of State of Alabama an application signed by them which shall set forth: (1) The name, official designation, and official residence of each of the applicants, together with a certified copy of the commission evidencing each applicant’s right to office; (2) The date on which each applicant was inducted into office and the term of office of each of the applicants; (3) The name of the proposed corporation, which shall be “Southern Products Mart Authority”; (4) The location of the principal office of the proposed corporation; and (5) Any other matter relating to the proposed corporation which the applicants may choose to insert and which shall not be inconsistent with this article or the laws of the state. The application shall be subscribed and sworn to by each of the applicants before an officer authorized by the laws of the state to take acknowledgments to deeds. The Secretary of State of Alabama shall examine the application; and, if he or she finds it to be in substantial compliance with the provisions of this article, he or she shall receive and file it and record it in an appropriate book of record in his office. The Secretary of State of Alabama shall then make and issue to the applicants a certificate of incorporation, under the Great Seal of the State, reciting the fact of the incorporation of the authority and shall record a counterpart of said certificate of incorporation with the application. There shall be no fees paid to the Secretary of State of Alabama for any work in connection with the incorporation of the authority or in connection with the dissolution of the authority. Upon the issuance of said certificate of incorporation, the authority shall constitute a body corporate having corporate succession under the name proposed in the application. (b) The applicants named in the application and their respective successors in office shall constitute the members of the authority. The Secretary of the Alabama Department of Commerce shall be the president of the authority, the Executive Secretary to the Governor shall be the vice-president of the authority, the Director of Finance shall be the secretary of the authority, and the State Treasurer shall be the treasurer of the authority and shall act as custodian of its funds. The members of the authority shall constitute all the members of the board of directors of the authority, and any three members of said board of directors shall constitute a quorum for the transaction of business. The concurrence of three members of the board of directors shall be necessary for any action taken by the authority. Should any of said officials of the state die or should his or her term of office (as Director of Finance, Secretary of the Alabama Department of Commerce, State Treasurer or Executive Secretary to the Governor, as the case may be) expire or should he or she resign therefrom, his or her successor in office shall take his or her place as a member, officer and director of the authority. No member, officer, or director of the authority shall draw any salary, in addition to that now authorized by law, for any service he or she may render or any duty he or she may perform in connection with the authority. (c) All proceedings had and done by the board of directors shall be reduced to writing by the secretary of the authority and recorded in a substantially bound book. Copies of such proceedings, when certified by the secretary of the authority under the seal of the authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.