SB 218

Under existing law, a railroad authority may be created by filing a certificate of incorporation, approved by the governing bodies of those counties and municipalities where railroad properties are located at the time of incorporation, with the probate judge in the county in which the principal office of the authority is to be located. Existing law further provides for membership of the board of directors of a railroad authority to consist of individuals elected from the governing bodies where railroad properties are located at the time of incorporation

This bill would authorize an existing railroad authority to amend its certificate of incorporation by the board of directors of the authority without the consent of any governing body of a county or municipality

This bill would also authorize a county commission of a county where a railroad authority owns, leases, or controls railroad property, but did not own, lease, or control railroad property at the time of incorporation, to elect two additional members to serve on the board of directors of the railroad authority

Relating to railroad authorities; to amend Sections 37-13-1, 37-13-4, 37-13-5, and 37-13-7, Code of Alabama 1975; to authorize an existing railroad authority to amend its certificate of incorporation without the consent of any governing body of a county or municipality; and to authorize a county commission of a county where a railroad authority owns, leases, or controls railroad property, but did not own, lease, or control railroad property at the time of incorporation, to elect two additional members to serve on the board of directors of the railroad authority.

Section 1

Sections 37-13-1, 37-13-4, 37-13-5, and 37-13-7, Code of Alabama 1975, are amended to read as follows:

§37-13-1.

When used in this chapter, unless the context plainly indicates otherwise, the present tense shall include the future tense, the singular shall include the plural, the plural shall include the singular and the following words and phrases shall have the meanings respectively ascribed to them by this section.

(1) ADDITIONAL RAIL SERVICE AREA. Any territory that is outside the boundaries or corporate limits, as the case may be, of any of its authorizing subdivisions and that the governing body of the county, and of any city or town, in which such territory is located has by resolution designated as an area in which the authority may render rail transportation service.

(2) AUTHORITY. Any public corporation organized pursuant to this chapter or any law amendatory thereof or supplemental thereto.

(3) AUTHORIZING SUBDIVISION. Any county, city, or town in this state in which there are located railroad properties and facilities and whose governing body receives an application for permission to organize an authority.

(4) BOARD. The board of directors of an authority.

(5) BOND. Any bond authorized to be issued pursuant to this chapter.

(6) COUPON. Any interest coupon evidencing an installment of interest payable with respect to a bond.

(7) DIRECTOR. A member of a board.

(8) FEDERAL GOVERNMENT. The United States of America or any department, division, commission, or agency and instrumentality thereof, including, without limitation, the Department of Transportation.

(9) INDENTURE. A mortgage, an indenture of mortgage, deed of trust, trust agreement, or trust indenture executed by an authority as security for bonds.

(10) PERSON. An individual, a corporation, a partnership, or a foreign domestic association.

(11) QUALIFYING COUNTY. A county in which railroad properties and facilities that are owned, leased, or otherwise controlled by an authority organized pursuant to this chapter are currently located but excludes any county considered an authorizing subdivision at the time of incorporation.

(11)(12) RAILROAD. A common carrier by railroad as defined in Section 1(3) of Part I of the Interstate Commerce Act, codified as 49 U.S.C. §1(3).

(12)(13) RAILROAD PROPERTIES AND FACILITIES. Any real or personal property or interest in such property which is owned, leased, or otherwise controlled by a railroad or other person, including, without limitation, an authority, and which is used or is useful in rail transportation service, including, without limiting the generality of the foregoing:

a. Track, roadbed, and related structures, including rail, ties, ballast, other track materials, grading, tunnels, bridges, trestles, culverts, elevated structures, stations, office buildings used for operating purposes only, repair shops, engine houses, and public improvements used or useful in providing rail transportation service;

b. Communication and power transmission systems for use by railroads;

c. Signals and interlockers;

d. Terminal or yard facilities and services to express companies, railroads and their shippers, including ferries, tugs, car floats, and related shoreside facilities designed for the transportation of equipment by water; and

e. Shop or repair facilities or any other property used or capable of being used in providing rail transportation service or in connection with such service or for originating, terminating, improving, and expediting the movement of equipment or goods.

(13)(14) RAIL TRANSPORTATION SERVICE. Both freight and passenger rail service.

(14)(15) STATE. The State of Alabama.

§37-13-4.

(a) The certificate of incorporation of an authority shall be signed and acknowledged by the aforesaid incorporators before an officer authorized by the laws of the state to take acknowledgements to deeds and shall have attached thereto a certified copy of each of the resolutions provided for in Section 37-13-2 and Once all the appropriate governing bodies have approved the certificate of incorporation as provided in Section 37-13-2, the persons seeking incorporation shall file in the office of the judge of probate of the county in which the principal office of the authority is to be located the certificate of incorporation, along with a certificate by the secretary of state Secretary of State certifying 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. The certificate of incorporation of an authority, together with the documents required by the preceding sentence to be attached thereto, shall be filed for record in the office of the judge of probate of the county in which the principal office of the authority shall be located. The judge of probate shall forthwith receive and record the same. When such a certificate of incorporation and attached documents have been so filed, the authority referred to therein shall come into existence and shall constitute a public corporation under the name set forth in such certificate of incorporation, whereupon the authority shall be vested with the rights and powers herein granted.

(b) The board of directors of an authority may amend the certificate of incorporation by majority vote of all directors without the consent of any governing body of an authorizing subdivision or qualifying county. The amendatory language shall take effect once the amended certificate of incorporation is filed with the judge of probate of the county where the original certificate of incorporation was filed.

§37-13-5.

(a) Each authority shall be governed by a board of directors composed of the number of directors provided in its certificate of incorporation, all of whom shall be selected in accordance with the provisions of this section. If there is to be only one authorizing subdivision (whether a county, city or town), the governing body of the authorizing subdivision shall elect all the directors. If there is to be more than one authorizing subdivision, the respective governing bodies of the authorizing subdivisions shall each elect the same number of directors; and one additional director shall be elected jointly by the governing bodies of all the authorizing subdivisions. Each director shall be a resident of the authorizing subdivision by whose governing body he or she was elected, except that the said additional director need only be a resident of the county in which is located the principal office of the authority, as specified in its certificate of incorporation. In the event of a vacancy which continues for more than 30 days in the office of the said additional director, then and in such event the Governor of Alabama shall, upon the request of the governing body of any authority authorizing subdivision, shall appoint the said additional director.

(b) In addition to the directors described in subdivision (a) and notwithstanding its certificate of incorporation, the county commission of a qualifying county may elect at any time, by resolution, two additional directors to serve on the board of the authority, whose terms shall begin immediately. Each director shall be a resident of the respective qualifying county. The directors shall serve terms of the same duration as the directors described in subsection (a) as specified in the certificate of incorporation.

(c) No officer of the state or any county, city or town therein shall or municipality, while holding such office, shall be eligible to serve as a director. If any director resigns, dies or becomes incapable or ineligible to act as a director, a successor to serve the unexpired portion of his or her term shall be elected in the manner prescribed hereinabove in subsection (a) or (b) by the appropriate governing body of the authorizing subdivision which or bodies that elected the director whose unexpired term he or she is filling. or, in the case of the said additional director, by all such governing bodies. Failing such election for a period of more than 30 days, such If a new director is not elected within 30 days of a vacancy, a successor, shall, upon the request of the appropriate governing body, shall be appointed by the governor of the state Governor. Directors shall be eligible for re-election.

(d) A majority of the directors shall constitute a quorum for the transaction of business but any meeting of the board may be adjourned from time to time by a majority of the directors present or may be so adjourned by a single director if such the director is the only director present at such meeting. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and duties of the authority. The board shall hold regular meetings on the second Tuesday in each month and at such other times as may be provided in the bylaws of the authority; and the board may hold other meetings at any time and from time to time, provided that upon call of the chairman of the authority or any two directors, a special meeting of the board must be held. Any matter on which the board is authorized to act may be acted upon at any regular, special, or called meeting. At the request of any director, the vote on any question before the board shall be taken by yeas and nays and entered upon the record. All proceedings of the board shall be reduced to writing by the secretary of the authority, recorded in a well bound book and open to each director and to the public at all reasonable times. Copies of such proceedings, when certified by the secretary of the authority under its seal, shall be received in all courts as evidence of the matters and things therein certified.

(e) Directors shall receive no compensation for their services as directors; however, each director may be reimbursed for expenses actually incurred by him in and about the performance of his or her duties. Any director may be impeached and removed from office in the same manner and on the same grounds provided by Section 175 of the Constitution of Alabama and the general laws of the state for impeachment and removal of the officers mentioned in said Section 175.

§37-13-7.

Each authority shall have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form;.

(1) To have succession by its corporate name for the duration of time (which may be in perpetuity) specified in its certificate of incorporation;.

(2) To sue and be sued in its own name in civil suit and actions;.

(3) To adopt and make use of a corporate seal and to alter the same at pleasure;.

(4) To adopt and alter bylaws for the regulation and conduct of its affairs and business;.

(5) To amend its certificate of incorporation in accordance with Section 37-13-4.

(5)(6) To acquire, receive, take and hold, whether by purchase, gift, lease, devise, or otherwise, property of every description, whether real, personal or mixed, whether in one or more counties and whether within or without the boundaries or corporate limits, (as the case may be), of any authorizing subdivision, and to manage said property, and to develop any undeveloped property owned, leased, or controlled by it in a manner necessary or convenient to carry out the purposes of this chapter;.

(6)(7) To execute such contracts and other instruments and to take such other action as may be necessary or convenient to carry out the purposes of this chapter or the exercise of any power granted hereunder;.

(7)(8) To plan, establish, acquire, (by purchase, gift, lease, or devise), construct, enlarge, reconstruct, improve, operate, maintain, replace, repair, extend, improve, regulate, and protect railroad properties and facilities within the boundaries or corporate limits, (as the case may be), of any of its authorizing subdivisions and within any additional rail service area;.

(8)(9) To make the use and services of its railroad properties and facilities available to others in the furtherance of the purposes of this chapter and upon such terms and conditions as the board shall deem proper, and to lease such railroad properties and facilities to others upon such terms and conditions as the board may determine, unless specifically provided for herein;.

(9)(10) To receive and accept contributions, grants, or other financial assistance from the federal government, the state, or any political subdivision thereof, to be used in furtherance of the purposes of this chapter;.

(10)(11) To establish schedules of tolls, fees, rates, charges, and rentals for the use of its railroad properties and facilities and to charge, alter, and collect such tolls, fees, rates, charges, and rentals in carrying out the provisions of this chapter;.

(11)(12) To make contracts and execute instruments containing such covenants, terms, and conditions as in the judgment of the board may be necessary, proper, or advisable for the purpose of obtaining grants, loans, or other financial assistance from any federal or state agency for or in the aid of the acquisition or improvement of the railroad properties and facilities herein provided; to make all other contracts and execute all other instruments including, without limitation, licenses, long and short-term leases, mortgages and deeds of trust and other agreements relating to the railroad properties and facilities within the boundaries or corporate limits, (as the case may be), of any of its authorizing subdivisions and within any additional rail service area, and the construction, operation, maintenance, repair, and improvement thereof as in the judgment of the board may be necessary, proper, or advisable for the furtherance of the purposes of this chapter and the full exercise of the powers herein granted; and to carry out and perform the covenants, terms, and conditions of all such contracts or instruments;.

(12)(13) To acquire, by purchase, gift, devise, or lease, existing railroad properties and facilities, whether in one or more counties and whether within or without the boundaries or corporate limits, (as the case may be), of any of its authorizing subdivisions;.

(13)(14) To issue revenue bonds payable from the limited sources hereinafter referred to;.

(14)(15) To pledge for payment of such bonds any revenues and funds from which such bonds are made payable;.

(15)(16) To make and enter into contracts, leases, and agreements incidental to or necessary for the accomplishment of any purposes for which the authority was organized;.

(16)(17) To exercise the power of eminent domain in the manner and subject to the provisions of Title 18 as amended, with respect to any property, real, personal, or mixed, whether in one or more counties and whether within or without the boundaries or corporate limits, (as the case may be), of any authorizing subdivision; provided, that the authority may not acquire by eminent domain any real property or rights owned or held by railroads, transportation companies, or utilities, either public or private;.

(17)(18) To appoint, employ, contract with, and provide for compensation of such officers, employees, and agents, including engineers, attorneys, consultants, fiscal advisers, and such other employees as the business of the authority may require, including the power to fix working conditions by general rule and other conditions of employment, and at its option to provide a system of disability pay, retirement compensation and pensions, or any of them, and to hire and fire servants, agents, employees, and officers at will;.

(18)(19) To provide for such insurance, including use and occupancy insurance, as the authority may deem advisable;.

(19)(20) To invest any funds of the authority that the board may determine are not presently needed for its corporate purposes in any obligations which are direct general obligations of the United States of America or which are unconditionally guaranteed as to both principal and interest by the United States of America, or in interest-bearing time deposits of any bank or savings and loan association organized under the laws of the state or of the United States of America;.

(20)(21) To cooperate with the state, any county, city, town, public corporation, agency, department, or political subdivision of the state, and to make such contracts with them or any of them as the board may deem advisable to accomplish the purposes for which the authority was established;.

(21)(22) To sell and convey any of its properties that may have become obsolete or worn out or that may no longer be needed or useful;.

(22)(23) To receive and accept grants for or in aid of the construction, extension, improvement, maintenance, or operation of any railroad properties and facilities from the United States of America or any agency thereof, and from the state, any department or agency thereof, and any political subdivision thereof, and to receive and accept money, property, labor, or other things of value from any source whatever; and.

(23)(24) To purchase equipment and supplies necessary or convenient for the exercise of any power of the authority."

Section 2

This act shall become effective on the first day of the third month following its passage and approval by the Governor, or its otherwise becoming law.