Section 45-36-252.02

Section 45-36-252.02Amendment of certificate of incorporation.

(a) The certificate of incorporation of the authority incorporated under this part may at any time and from time to time be amended in the manner provided in this section.



(b)(1) The board of directors of the authority shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the resolution and which amendment may include:



a. A change in the name of the authority.



b. The addition to the service area of the authority of new territory lying within Jackson County.



c. Provisions for the operation of a system or facility the operation of which is not then provided for in the certificate of incorporation of the authority and which the authority is authorized by this part to operate.



d. Any matters which might have been included in the original certificate of incorporation.



e. Provisions for the addition to the service area of the authority of new territory lying outside Jackson County, together with the related provisions referred to in paragraphs a., b., c., and d. of subdivision (2).



(2) If any proposed amendment would add to the service area of the authority new territory any part of which lies within any county other than Jackson County, such proposed amendment shall include, in addition to a concise legal description of the proposed new territory and any other matters permitted by subdivision (1):



a. Provision for election of at least one director by the county commission of each county in which any part of the proposed new territory lies.



b. Provision for any change in the total number of directors that the board deems appropriate; provided, however, that in no case shall such total number of directors be less than three.



c. Provision for staggering the terms of office of the directors in the manner provided herein.



d. Any provision that the board deems appropriate for allocation of the assets of the authority, upon dissolution, among the counties in which the service area lies.



(3) If the proposed amendment makes provision for the operation of a system or facility not then provided for in the certificate of incorporation of the authority, such proposed amendment shall include, in addition to a concise legal description of the area or areas in which the authority proposes to render service from such system or facility, a provision for an appropriate change in the name of the authority.



(c) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the board shall file a written notice with the county commission of each county in which any part of the authority’s then existing service area lies and with the county commission of each county in which any part of the proposed new territory lies. Such notice shall:



(1) State, in the event that it is proposed to make provision for the operation of a system or facility not then provided for in the certificate of incorporation of the authority, that the authority proposes to render service from such a system or facility (which shall be named), contain a concise legal description of the area or areas in which the authority proposes to render the service provided for by such system or facility, and state that there is no public water system adequate to serve any area in which it is proposed that the authority shall render such service.



(2) State, in the event that it is proposed to add any new territory to the service area of the authority, that there is no public water system adequate to serve any new territory in which it is proposed that the authority shall render water service; provided, that in lieu of the statement required by the foregoing provisions of this subdivision, the application may state that the board of directors or similar managing body of the owner of the legal or equitable title to an existing public water system or garbage or sewer service, as the case may be, has adopted a resolution declaring its intention to convey to the authority its interest in such existing system or facility, or both, or a leasehold estate therein.



(3) State that the amendment shall promote the public health, convenience, and welfare.



(4) If the proposed amendment provides for a change in the name of the authority, there shall be filed, together with the certificate required by the immediately preceding sentence, a certificate by the Secretary of State showing that the proposed new name of the authority is not identical to that of any other corporation then in existence and organized under the laws of this state or so nearly similar to that of any other such corporation as to lead to confusion and uncertainty.



(d) The judge of probate shall promptly examine each such certificate and shall determine whether it is complete and regular on its face and whether the proposed amendment complies with this part. If the judge of probate shall find that each such certificate is complete and regular on its face and that the proposed amendment complies with this part, he or she shall enter and sign an order setting forth his or her finding and requiring each such certificate to be recorded, together with his or her order. Upon the filing for record of the order and each such certificate, the amendment to the certificate of incorporation shall become effective.



(e) If the proposed amendment effects a change in the name of the authority, the judge of probate shall promptly send a notice to the Secretary of State advising him or her of such change.

(Act 89-265, p. 389, §3.)