§45-30-250.03. Amendment to certificate of incorporation.

(a) The certificate of incorporation of the authority incorporated under this article 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. The amendment may include any of the following:

a. A change in the name of the authority.

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

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

d. Any matters which could 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 Franklin County, together with the related provisions referred to in paragraphs a., b., c., and d. of subdivision (2).

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

a. Provision for any change in the total number of directors that the board deems appropriate, with the prior approval by resolution of the county commission. In no case shall the total number of directors be less than three.

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

c. Any provision that the board deems appropriate for the pro rata 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, the proposed amendment shall include, in addition to a concise legal description of the area or areas in which the authority proposes to render service, 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. The notice shall include the following:

(1) A statement, 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 a named system or facility, contain a concise legal description of the area or areas in which the authority proposes to render the service provided for by the system or facility and a statement that there is not a public water system adequate to serve any area in which it is proposed that the authority shall render service with the prior approval of the county commissions.

(2) A statement, 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. 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 has adopted a resolution declaring its intention to convey to the authority its interest in the existing system or a leasehold estate therein.

(3) A statement, 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, a certificate shall be filed 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 corporation as to lead to confusion and uncertainty.

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

(Act 93-376, p. 638, §4.)