Section 22-21-314


Published: 2015

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Section 22-21-314

Section 22-21-314Certificate of incorporation - Filing; form and contents; recordation.

(a) Within 40 days following the adoption of the 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, shall be in the form and executed in the manner herein provided and shall also be in the form theretofore approved by the governing body of each authorizing subdivision.



(b) In addition to any other provisions required by this article to be included therein, the certificate of incorporation of an authority shall state:



(1) The names of the incorporators, together with the address of the residence of each thereof, and either a. where the authorizing subdivision is a county or municipality, that each of them is a duly qualified elector of the authorizing subdivision (or, if there is more than one, at least one thereof) or b. where the authorizing subdivision is an educational institution, that each of them is a duly qualified elector of the state;



(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 "Health Care Authority" (e.g., "The _____ Health Care Authority," or "The Health Care Authority of _____," the blank space to be filled in with the name of one or more of the authorizing subdivisions or other geographically descriptive word or words, such descriptive word or words not, however, to preclude the authority from locating health care facilities or otherwise exercising its powers in other geographical areas), unless the Secretary of State shall determine that such name is identical to the name of another 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 said duplication or similarity or adopt some other similar name that is available;



(3) The period for the duration of the authority (if the duration is to be perpetual, subject to the provisions of Section 22-21-339, that fact shall be stated);



(4) The name of each authorizing subdivision, together with the date on which the governing body thereof adopted an authorizing resolution;



(5) The location of the principal office of the authority, which either a. where the authorizing subdivision is a county or municipality, shall be within the boundaries of the authorizing subdivision (or, if more than one, at least one thereof) or b. where the authorizing subdivision is an educational institution, shall be where the principal office of the educational institution is located;



(6) That the authority is organized pursuant to the provisions of this article;



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



(8) If the authority is to have the extraordinary power set out in Section 22-21-319, a statement to that effect;



(9) The number of directors, which shall be an odd number not less than three, the duration of their respective terms of office (which shall not be in excess of six years), and (subject to the provisions of Section 22-21-316) the manner of their election or appointment;



(10) Any provisions, not inconsistent with Section 22-21-339, relating to the vesting of title to its assets and properties upon its dissolution; and



(11) Any other 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.



(c) The certificate of incorporation shall be signed and acknowledged by each of the incorporators before an officer authorized by the laws of the state to take acknowledgements to deeds.



(d) When the certificate of incorporation is filed for record, there shall be attached to it:



(1) A certified copy of each authorizing resolution; and



(2) 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.



(e) Upon the filing for record of the certificate of incorporation and the documents required by subsection (d) of this section to be attached thereto, the authority shall come into existence and shall constitute a public corporation under the name set forth in its certificate of incorporation. The said judge of probate shall thereupon record the certificate of incorporation in an appropriate book in his office.

(Acts 1982, No. 82-418, p. 629, §5; Act 2003-249, p. 606, §1.)