Alabama § 11-74-3 - Corporation Created; Purpose; Composition; Board of Directors; Certificate of Incorporation; Liability; By-Laws.

§ 11-74-3. Corporation Created; Purpose; Composition; Board of Directors; Certificate of Incorporation; Liability; By-Laws.

(a) There is created the Africatown Redevelopment Corporation.

(b) The purpose of the corporation shall be the revitalization of housing, preservation of history, and attraction and development of commerce in the area known as the Africatown Historic District.

(c) All corporate powers of the corporation shall be exercised by or under authority of, and all the business and affairs of the corporation shall be managed under, a board of directors, which shall consist of the following:

(1) Two appointees by the city council member representing the district that, on the date of appointment, includes a majority of the territory within the Africatown Historic District. One appointee shall be an expert in real estate development, and the other appointee shall be an expert in historic preservation.

(2) Two appointees by the mayor of the Class 2 municipality. One appointee shall be an expert in city planning and neighborhood revitalization, and the other appointee shall be an expert in banking and finance.

(3) One appointee by the county commissioner representing the district that, on the date of appointment, includes a majority of the territory within the Africatown Historic District. The appointee shall be an expert in economic development.

(4) One appointee by the member of the Alabama House of Representatives representing the district that, on the date of appointment, includes a majority of the territory within the Africatown Historic District.

(5) One appointee by the member of the Alabama Senate representing the district that, on the date of appointment, includes a majority of the territory within the Africatown Historic District.

(6) One resident of the Africatown Historic District, appointed by The Clotilda Descendants’ Association.

(7) One resident of the Africatown Historic District, appointed by the Africatown Heritage Preservation Foundation.

(d)(1) The appointing authorities shall make their initial appointments by May 12, 2021.

(2) The appointing authorities shall ensure that their appointments reflect the racial, gender, geographic, and economic diversity of the Africatown Historic District.

(e)(1)a. Except as provided in subdivision (2), each member of the board of directors shall serve for a term of two years and shall serve until a successor is appointed.

b. In the event of any vacancy, a successor shall be appointed in the same manner as the seat was previously filled, and the appointee shall serve for the remainder of the term for the seat that was vacated.

(2)a. Each of the following members of the board of directors appointed prior to the first meeting of the board shall serve for an initial term of two years:

1. The member appointed by the mayor of the Class 2 municipality who is an expert in city planning and neighborhood revitalization.

2. The member appointed by the city council member who is an expert in historic preservation.

3. The member appointed by the county commissioner who is an expert in economic development.

4. The member appointed by The Clotilda Descendants’ Association.

5. The member appointed by the member of the Alabama Senate.

b. Each of the following members of the board of directors appointed prior to the first meeting of the board shall serve for an initial term of one year:

1. The member appointed by the mayor of the Class 2 municipality who is an expert in banking and finance.

2. The member appointed by the city council member who is an expert in real estate development.

3. The member appointed by the Africatown Heritage Preservation Foundation.

4. The member appointed by the member of the Alabama House of Representatives.

(f)(1) The board of directors shall have its first meeting at a time and place designated by the member of the Alabama House of Representatives representing the district that includes the Africatown Historic District on April 12, 2021.

(2) At the first meeting, the board shall elect a chair and vice-chair. Thereafter, a new chair and vice-chair shall be elected at the first meeting of each calendar year.

(g) No later than three days after the first meeting of the board, the board shall act as incorporators of the corporation by signing the certificate of incorporation and delivering the same to the Secretary of State for filing. The certificate of incorporation shall state all of the following:

(1) The names of the individuals forming the corporation, and that each of them is a resident of the municipality.

(2) The name of the corporation, which shall be the “Africatown Redevelopment Corporation.”

(3) The period for the duration of the corporation. If the duration is to be perpetual, that fact shall be stated.

(4) The name of the municipality.

(5) The location of the principal office of the corporation, which shall be within the Africatown Historic District.

(6) That the corporation is organized pursuant to this chapter.

(7) Any other matters relating to the corporation that the incorporators may choose to insert and that are not inconsistent with this chapter or the laws of the state.

(h) Upon filing of the certificate of incorporation, the corporate existence shall begin.

(i) Members of the board of directors shall be immune from civil liability for actions taken in the conduct of their duties, and shall not be liable for the obligations of the corporation.

(j) The corporation may adopt, amend, or repeal bylaws to govern the operations of the corporation. The bylaws shall be consistent with this chapter and the laws of the state.