§22-21-358. Powers of authorities.

In addition to all other powers at any time conferred on it by law, and subject to any express provisions of its certificate of incorporation or certificate of reincorporation to the contrary, an authority shall (to the extent at the time not prohibited by the Constitution of Alabama) have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form:

(1) To participate as a shareholder in a corporation, as a joint venturer in a joint venture, as a general or limited partner in a limited partnership or a general partnership, as a member in a nonprofit corporation or as a member of any other lawful form of business organization, which provides health care or engages in activities related thereto;

(2) To make or arrange for loans, contributions to capital and other debt and equity financing for the activities of any corporation of which such authority is a shareholder, any joint venture in which such authority is a joint venturer, any limited partnership or general partnership of which such authority is a general or limited partnership, any nonprofit corporation in which such authority is a member or any other lawful form of business organization of which such authority is a member, and to guarantee loans and any other obligations for such purposes;

(3) To elect (i) all or any of the members of the board of directors of any nonprofit corporation of which such authority is a member or of which any one or more of the members of the board of directors of such authority is an ex officio member (subject, however, to any contrary or inconsistent provision of the articles of incorporation or bylaws of such nonprofit corporation), and (ii) all or any of the members of the board of directors of any nonprofit corporation that has no members and whose articles of incorporation or bylaws provide for the election of one or more of the members of its board of directors from among members of the board of directors of such authority (subject, however, to any contrary or inconsistent provision of the articles of incorporation or bylaws of such nonprofit corporation); provided, however, that if the board of directors of an authority adopts, and files for record in the office of the judge of probate of that county in which its certificate of incorporation or certificate of reincorporation is filed, a certified copy of a resolution to such effect, the election by such authority of any member of the board of directors of any nonprofit corporation who it would otherwise have the right to elect shall be effective only upon the consent of the governing body of each authorizing subdivision with respect to such authority;

(4) To create, establish, acquire, operate or support subsidiaries and affiliates, either for profit or nonprofit, to assist such authority in fulfilling its purposes;

(5) To create, establish or support nonaffiliated for profit or nonprofit corporations or other lawful business organizations which operate and have as their purposes the furtherance of such authority's purposes;

(6) Without limiting the generality of the preceding subdivisions (4) and (5), to accomplish and facilitate the creation, establishment, acquisition, operation or support of any such subsidiary, affiliate, nonaffiliated corporation or other lawful business organization, by means of loans of funds, leases of real or personal property, gifts and grants of funds or guarantees of indebtedness of such subsidiaries, affiliates and non-affiliated corporations;

(7) To indemnify any person (including for purposes of this subdivision such person's estate and personal representatives) made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she is or was a board member, officer, or a physician acting as an agent of such authority in the performance of duties delegated by the board of directors as contained in the medical staff bylaws, medical staff rules and regulations, or policies adopted by the board of directors of such authority, or serves or served any other corporation or other entity or organization (whether for profit or not for profit) in any capacity at the request of the authority while he or she was a board member, officer of the authority, or a physician acting as an agent of such authority as stated above, against all judgments, fines, amounts paid in settlement and reasonable expenses (including, without limitation, attorneys' fees actually and necessarily incurred) as a result of any such action or proceeding, or any appeal therein; provided, however, that nothing herein shall be construed as permitting indemnification of any person:

a. In connection with any malpractice action or proceeding arising out of or in any way connected with such person's practice of his profession;

b. In connection with an action or proceeding by such authority in which a person is adjudged liable to such authority; or

c. In connection with any other action or proceeding in which such person is adjudged liable on the basis that personal benefit was improperly received by such person.

(8) To make any other indemnification now or hereafter authorized by law; and

(9) To have and exercise all powers necessary or convenient to effect any or all the purposes for which authorities are organized.

(Acts 1990, No. 90-532, §2.)