Section 22-23A-5 Application to Become Corporation; Filing and Recordation; Certificate of Incorporation; Officers; Board of Directors; Record of Proceedings.

(a) To become a corporation, the Governor, the director of the department, the Director of Finance, and the two legislators appointed to the authority in Section 22-23A-3 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 the “Alabama Water System Assistance Authority”; (4) The location of the principal office of the proposed corporation; and (5) Any other matter relating to the incorporation which the applicants may choose to insert and which is not inconsistent with this chapter or any other 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 this state to take acknowledgments to deeds. The Secretary of State shall examine the application; and if he finds that it substantially complies with the requirements of this section, he shall receive and file it and record it in an appropriate book of records in his office. When the application has been made, filed and recorded as herein provided, the applicants shall constitute a corporation under the name proposed in the application, and the Secretary of State shall make and issue to the applicants a certificate of incorporation pursuant to this chapter, under the Great Seal of the State, and shall record the certificate with the application. There shall be no fees paid to the Secretary of State for any work done in connection with the incorporation or dissolution of the authority. (b) The applicants named in the application and their respective successors in office shall constitute the members of the authority. The Governor shall be the president of the authority, the director of the department shall be the vice-president thereof, and the Director of Finance shall be the secretary thereof. The members of the authority shall constitute all the members of the board of directors of the authority, and any three members of the said board of directors shall constitute a quorum for the transaction of business. Should any person holding any state office named in this section cease to hold such office by reasons of death, resignation, expiration of his term of office or for any other reasons, then his successor in office shall take his place as a member, officer or 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 may render or for any duty he 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, shall be signed by at least three members of the authority and shall be recorded in a substantially bound book and filed in the office of the secretary. 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.