2018 Code of Alabama
Title 16 - EDUCATION.
Chapter 17A - UNIVERSITY AUTHORITY ACT OF 2016.
Section 16-17A-21 - Reincorporation.

(a) Any public corporation that meets the criteria specified in subsection (b) may reincorporate as an authority under this chapter, and become subject to and governed by this chapter, as provided in this section.

(b) A public corporation may reincorporate under this section if it satisfies both of the following:

(1) The public corporation is a health care authority incorporated or reincorporated under Title 22, Chapter 21, Articles 11 and 11A.

(2) The public corporation was incorporated with the approval of a university.

(c) In order to reincorporate a qualifying public corporation as an authority, the following steps shall be completed:

(1) The board of directors of the qualifying public corporation shall first adopt a resolution proposing articles of reincorporation.

(2) After the adoption by the board of a resolution approving articles of reincorporation, the qualifying public corporation shall file with the sponsoring university a written request for adoption of a resolution approving the proposed reincorporation.

(3) As promptly as may be practicable after the receipt of the application from the qualifying public corporation, the university that formed the qualifying public corporation shall review the application and shall adopt a resolution either approving or denying the articles of reincorporation as proposed by the authority.

(d) Within 30 days following the approval of the articles of reincorporation by the university that formed the qualifying public corporation, the president or vice president of the authority shall sign and file for record in the office of the Secretary of State all of the following items:

(1) The original articles of reincorporation.

(2) A certified copy of each resolution approving the articles of reincorporation.

(3) A certificate of the Secretary of State confirming that the name proposed for the authority is not identical to that of any other corporation organized under state law or so nearly similar thereto as to lead to confusion and uncertainty.

(e) Upon the filing for record of the articles of reincorporation and the documents required by subsection (d), the articles of reincorporation shall become effective and the authority shall immediately be vested with all powers and privileges of this chapter. The Secretary of State shall thereupon record the articles of reincorporation in an appropriate book in his or her office.

(f) A university may not reincorporate a public corporation without the consent of the board of directors of the public corporation.

(g) The articles of reincorporation of an authority may amend and restate the articles of incorporation of the qualifying public corporation if approved in accordance with this section.

(h) Reincorporation of a qualifying public corporation as an authority shall not impair the rights of creditors nor impair the provisions of any contract of a reincorporated public corporation. Upon reincorporation, all assets, liabilities, certificates of need, permits, licenses, or governmental approvals shall immediately transfer from the reincorporated public corporation and vest in the authority. Upon notice of reincorporation, all state regulatory bodies shall cooperate with the authority in order to transfer all certificates of need, permits, licenses, or governmental approvals from the reincorporated public corporation to the authority.