SB345

By Senator Melson

ENROLLED, An Act,

Relating to agriculture authorities; to authorize a county to establish an agriculture authority to construct and operate facilities to promote agricultural businesses, operations, and commodities, workforce development, and economic development within the county; to provide procedures for creating an agriculture authority; to provide for the composition, membership, terms of office, powers, and duties of the board of directors of an agriculture authority; to authorize an agriculture authority to take steps necessary for the planning and development of an agriculture center; to authorize an agriculture authority to acquire property by gift, grant, lease, or purchase, or to make and enter into contracts, to accept pledges of revenues or grants of money, and to borrow money; to authorize a county in which an agriculture authority is established and any municipality in the county to expend funds for the purposes of the authority; to authorize the sale of alcoholic beverages for on-site consumption within an agriculture center; to provide that an agriculture authority is exempt from municipal planning and zoning requirements; and to provide that an agriculture authority as a governmental entity shall be exempt from sales and use tax and ad valorem tax.

BE IT ENACTED BY THE LEGISLATURE OF ALABAMA:

Section 1. (a) An agriculture authority may be established in any county to construct and operate facilities to promote agricultural businesses, operations, and commodities, workforce development, and economic development within the county as further provided in this act. The operational area of an agriculture authority may not extend beyond the boundaries of the county in which an agriculture authority is incorporated.

(b) Any number of natural persons who are residents and qualified electors in the county may file an application in writing with the county commission for authority to incorporate and organize an agriculture authority. If the application is approved, the county commission shall adopt a resolution declaring it to be wise, expedient, and beneficial to the county that the agriculture authority be formed and that the persons filing the application are authorized to form the authority. An agriculture authority may not be formed under this act unless the application is approved by the county commission and the resolution required herein is adopted.

(c) Once the county commission has approved the application as provided in subsection (b), the persons seeking incorporation of an agriculture authority shall file articles of incorporation with the office of the judge of probate that do all of the following:

(1) Contain a statement that the incorporators propose to incorporate an agriculture authority pursuant to this act.

(2) States the authorized operational area of the proposed authority within the county.

(3) State that the county commission has approved the application for an agriculture authority and has adopted a resolution declaring that it is expedient that the proposed authority be formed by approving the written application.

(d) The application shall be accompanied by articles of incorporation that include all of the following:

(1) A designation of the authorized operational area of the authority which shall be considered an agriculture center, including the name of each municipality within the authorized operational area, which may not extend beyond the boundaries of the county in which the authority is incorporated.

(2) The names of the incorporators of the authority and a statement that each is qualified to incorporate the authority.

(3) The name of the authority, which must include the words "Agriculture Authority" or "Agriculture Center Authority" and be reasonably descriptive of the operational area of the authority.

(4) The period of the authority, which may be perpetual.

(5) The location of the principal office of the authority, which shall be within the boundaries of the county.

(6) A statement that the authority is organized pursuant to this act.

(7) If the exercise by the authority of any of its powers is to be in any way prohibited, limited, or conditioned, a statement of the terms of the prohibition, limitation, or condition.

(8) The number of directors, which may not exceed seven, and the duration of their respective terms of office, which may not exceed six years.

(9) The manner of appointing directors, which shall be a combination of appointment by the county commission and appointment by the legislative delegation for the authorized operational area of the authority; provided, however, a majority of the directors must be appointed by the legislative delegation.

(10) Any provision not inconsistent with this act relating to the dissolution of the authority.

(11) Any other matters relating to the authority that the incorporators may choose to insert and that are not inconsistent with this act or with state law.

(e) The articles shall be signed by each of the incorporators.

(f) Upon the filing for record of the articles with the office of the judge of probate, the authority shall come into existence and shall constitute a public corporation under the name set forth in its articles of incorporation. The acceptance of articles for recording by the judge of probate shall be conclusive evidence of the due, legal, and valid incorporation of the agriculture authority in all courts. The judge of probate shall record the articles in an appropriate book in his or her office. There shall be no filing fee or recording taxes due or payable on account of the filing for record of the articles.

(g) Notwithstanding any other provision of this act, the articles of incorporation or legal existence of an agriculture authority shall not be deemed invalid for the sole reason that the articles of incorporation of the authority fail to specify an authorized operational area, and every agriculture authority whose articles of incorporation fail to specify an authorized operational area, but are otherwise formed in accordance with this act, may do all things contemplated by this act as if the agriculture authority had designated as its authorized operational area the county of incorporation.

Section 2. (a) The board of directors of an agriculture authority shall be as specified in the articles and in accordance with Section 1.

(b) Each agriculture authority shall have a chair, vice chair, secretary, and treasurer to be elected by the board of directors. The offices of secretary and treasurer may, but need not, be held by the same person. A majority of the directors shall constitute a quorum for the transaction of business. The officers and directors shall serve for the terms provided for in the articles. A director may not draw any salary for any service rendered or for any duty performed as director. The duties of the chair, vice chair, secretary, and treasurer shall be those as are customarily performed by such officers and as may be prescribed by the board of directors from time to time.

(c) All directors shall serve until their successors are duly appointed or until they cease to be qualified. Vacancies on the board shall be filled as provided for in the articles, but any individual appointed to fill a vacancy shall serve only for the unexpired portion of the term. In the event any uncertainty arises as to the terms of office of the directors, the county commission or individual authorized to appoint the directors may clarify the term by adoption of an appropriate resolution or by execution of an appropriate certificate, and the term of office shall be as so clarified.

(d) All proceedings of the board of directors of an agriculture authority shall be reduced to writing by the secretary of the authority and shall be signed by at least two directors present at the proceedings. Copies of the proceedings, when certified by the secretary under the seal of the agriculture authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.

(e) Directors of an agriculture authority must be residents and qualified electors of the county within the authorized operational area of the authority. If any director ceases to be a resident of the county, he or she shall cease to be a director, and the position shall remain vacant until a successor is appointed in accordance with the articles and this act.

(f) A director of an agriculture authority may not have an interest, directly or indirectly, in any contract of work, material, or services, or the profits therefrom, to be furnished or performed for the authority under this act if the director has, directly or indirectly, more than a 10 percent interest in any business, firm, or corporation, or profits thereof, furnishing or providing work, materials, or services.

Section 3. (a) The articles of an agriculture authority may at any time be amended in the manner provided in this section. The board of directors shall first adopt a resolution proposing an amendment to the articles, setting forth the full text of the amended language. An amendment may be made for the sole purpose of altering, in accordance with this act, the authorized operational area of the authority, provided the articles may not be amended to extend the operational area of the authority beyond the boundaries of the county in which the authority is incorporated.

(b) After the adoption by the board of directors of an agriculture authority of a resolution proposing an amendment to the articles, the chair and the secretary shall sign and file with the county commission of the appropriate county a written application in the name and on behalf of the authority, under its seal, requesting that the county commission adopt a resolution approving the proposed amendment, and accompanied by a copy of the resolution adopted by the board of directors proposing the amendment to the articles. As promptly as may be practicable after the filing of the application, the county commission shall review the application and shall adopt a resolution either denying the application or approving and authorizing the proposed amendment. A proposed amendment shall not take effect unless approved by the county commission. The resolution need not be published or posted and need not be offered for more than one reading.

(c) Following the adoption of a resolution approving the proposed amendment by the county commission, the chair and the secretary shall sign and file for record in the office of the judge of probate a certificate in the name and on behalf of the authority, under its seal, reciting the adoption of resolutions by the board and by the county commission and setting forth the proposed amendment. The judge of probate shall record the certificate in an appropriate book in his or her office. When the certificate has been so filed and recorded, the amendment shall become effective, and the articles shall be amended as provided in the amendment.

Section 4. (a) An agriculture authority shall have the following powers, which it may exercise in the agriculture authority's authorized operational area:

(1) To have succession by its corporate name until dissolved as provided in this act.

(2) To adopt bylaws making provisions for its actions not inconsistent with this act.

(3) To institute and defend legal proceedings in any court of competent jurisdiction and proper venue; provided, however, that the board may not be sued in any trial court other than the courts of the county of incorporation; provided, further, that the officers, directors, agents, and employees of an agriculture authority may not be sued for their actions in behalf of the authority except for actions that are unreasonable or known by the person to be unlawful or are performed with reckless disregard for the lawfulness of such actions.

(4) To plan for construction and development of an agriculture center within the operational area of the agriculture authority on property owned by the authority. Construction and development may include any or all of the following:

a. Buildings to hold offices for use by the federal government, the state or any agency of the state, the county, or one or more municipalities within the county.

b. Buildings to house or accommodate public facilities of the federal government, the state or any agency of the state, the county, or one or more municipalities within the county.

c. Streets, boulevards, walkways, parkways, parks, or other places of recreation.

d. Monuments, statues, or other structures beautifying the agriculture center.

e. Community houses or meeting houses or auditoriums.

f. Arenas, convention halls, or convention sites.

g. Music halls, art museums, art exhibits or other exhibits for the advancement of the humanities and cultural development.

(5) To acquire property and rights and interests in property by gift, grant, lease, or purchase.

(6) To accept or receive gifts, bequests, and devises.

(7) To have and use a corporate seal and alter the seal at its pleasure.

(8) To appoint officers, agents, employees, and attorneys and to fix their compensation.

(9) To hire professionals and enter into contracts for their services in designing and supervising the construction of any building, agriculture center, auditorium, arena, convention hall, music hall, art museum, place of recreation, art exhibit, office building, or other structure that it desires to construct.

(10) To make and enter into contracts and to execute all instruments necessary or convenient to lease or purchase and own real or personal property to be used for the furtherance of the purposes for the accomplishment of which the authority is created.

(11) To plan for programs and exhibits in the agriculture center for the advancement of the agricultural, cultural, and workforce development interests of the citizens of the county and of the municipalities thereof.

(12) To purchase or lease real property and rights or easements therein necessary or convenient for its purposes and to use the same so long as its existence shall continue.

(13) To accept pledges of revenues or grants of money from any person or governmental entity.

(14) To lease its property to any person or governmental entity.

(15) To enter into financing agreements with federal or state agencies that may require the authority to mortgage its property.

(16) To plan for programs and exhibits in the agriculture center for the advancement of agricultural and workforce development interests in the county.

(b) Contracts of an agriculture authority shall be executed in the name of the authority by the chair and attested by the secretary of the authority. The board may provide by resolution for a different form for the execution of a contract by an officer or agent other than the chair and secretary. A contract, irrespective of its form and of the persons executing the contract, shall not be binding unless the contract is authorized or ratified by the board.

(c) An agriculture authority may deposit its funds not needed to meet expenses or obligations in any bank or building and loan association, provided the deposit is fully insured by a federal corporation or agency of the federal government insuring deposits in financial institutions.

Section 5. (a) Subject to the conditions, qualifications, and restrictions set forth in subsection (b), an agriculture authority may borrow money from any person or governmental entity. As security for any money borrowed, together with interest thereon, and any obligations incurred or assumed, an agriculture authority may mortgage, pledge, or otherwise transfer and convey its real, personal, and mixed property, or any part or parts thereof, whether then owned or thereafter acquired, including any franchises then owed or thereafter adopted and all or any part of any funds of the authority. In a resolution authorizing the mortgage given to secure the payment thereof, an agriculture authority, in addition to its other powers, shall have the power to agree with the several holders of the mortgage to make, enter, and perform covenants and agreements as to all of the following:

(1) The conduct, management, and maintenance of the properties held by the authority or of the activities, operations, and enterprises then or thereafter conducted by the authority.

(2) Insurance of the properties of the authority.

(3) Restrictions on the exercise of the powers of the authority to dispose or to limit or regulate the use of all or any part of the properties of the authority.

(4) The use and disposition of any moneys of the authority, including taxes payable to the authority under any act of the Legislature heretofore or hereafter adopted and revenues derived or to be derived from the activities, operations, and enterprises of all or any part of the properties of the authority, including any part or parts theretofore constructed or acquired and any parts, extensions, replacements, or improvements thereafter constructed or acquired.

(5) The setting aside of the taxes payable to the authority under any act of the Legislature heretofore or hereafter adopted or use of the revenues or the moneys of the authority or reserves and sinking funds, and the source, custody, security, regulation, application, and disposition thereof.

(6) The assumption or payment or discharge of any indebtedness, liens, or other claims relating to any part of the properties of the authority or any obligations constituting, or which may constitute, a lien on the properties or any part thereof.

(7) Limitations or other evidences of indebtedness or upon the incurrence of indebtedness of the authority.

(b) The power vested in an agriculture authority to pledge taxes to be paid to the authority or to pledge revenue of the authority shall not be construed as undertaking or purporting to empower the authority to pledge any tax or any revenue if the pledge is prohibited by the Constitution of Alabama of 1901. It is expressly provided that the authority shall have the power to pledge any tax paid to the authority or revenue of the authority, the pledge of which is authorized by the Constitution of Alabama of 1901.

(c) The powers and authority set forth in this section shall only be exercised if necessary in order for the authority to receive federal funding or grants for any projects or activities of the authority.

Section 6. The board of directors of an authority may appoint an advisory council consisting of up to 10 members to advise the board. The advisory council members shall serve two-year terms, and are not required to be residents of the county of incorporation. Members may be appointed to additional terms by the board to serve on the advisory council.

Section 7. The county of incorporation and each municipality in the county may lease, sell, donate, or otherwise convey to an agriculture authority real or personal property, including park properties, without authorization by election of the qualified voters of the county or of the municipality; and the county and each municipality thereof are authorized, but not required, to appropriate public funds of the county or of the municipality, as the case may be, to the authority to be used by the authority for purposes enumerated in this act. The county shall not lease, sell, donate, or convey any property to the authority, or appropriate any money to the authority, unless the county commission has determined that the lease, sale, donation, conveyance, or appropriation will benefit the people of the county or municipality to such an extent as to fully warrant and justify the lease, sale, donation, conveyance, or appropriation.

Section 8. This act shall not be construed to limit the right, power, or authority of any municipality to operate facilities similar to the facilities provided for by this act. It is expressly provided that this act shall not in any way affect any auditorium, art museum, or other facility presently owned or hereafter acquired by any municipality, whether situated in the agriculture center or elsewhere.

Section 9. (a) An agriculture authority may be dissolved by the adoption by its board of directors of a resolution recommending its dissolution and the approval of such dissolution and the proposed articles of dissolution by the appropriate county commission. The resolution need not be published or posted and need not be offered for more than one reading. Upon receiving necessary approval under this section, the chair and secretary of the dissolved authority shall execute articles of dissolution reciting that such resolutions have been adopted and that the authority has been dissolved. The articles of dissolution shall be filed with the judge of probate, who shall record them in an appropriate book.

(b) Upon dissolution of an agriculture authority, all rights, property interests, assets, and obligations of the authority shall be transferred to the county.

Section 10. An agriculture authority may permit the consumption of alcoholic beverages any day of the week, purchased from licensees of the Alcoholic Beverage Control Board, to be consumed by purchasers within the boundaries of the agriculture center.

Section 11. An agriculture authority is exempt from all municipal planning boards and municipal planning board requirements and all municipal zoning ordinances.

Section 12. (a) An agriculture authority is exempt from the payment of all state, county, and municipal sales and use taxes.

(b) Any county or municipal sales and use tax proceeds that are collected by an agriculture authority and remitted to a local taxing authority shall be rebated by that local taxing authority to the agriculture authority.

(c) An agriculture authority is exempt from paying all state, county, and local ad valorem taxes.

Section 13. This act shall become effective immediately following its passage and approval by the Governor, or its otherwise becoming law.

Authorities

Counties

Agriculture

County Commissions

Municipalities

Workforce Development