A.R.S. tit. 35 ch. 6 — Arizona Revised Statutes Title 35 Chapter 6 — Pollution Control Financing

35-801. Definitions In this chapter, unless the context otherwise requires: 1. "Corporation" means any pollution control corporation incorporated by a municipality or county pursuant to the provisions of this chapter. Any such corporation when formed shall be a political subdivision of the state and have only such governmental powers as are set forth in this chapter. 2. "County" means any county in this state in which a corporation may be organized and in which it is contemplated the corporation will function. 3. "Governing body" means the board or body in which the general powers of the municipality or the county are vested. 4. "Municipality" means any incorporated city or town, including charter cities, in this state in which a corporation may be organized and in which it is contemplated the corporation will function. 5. "Pollution control facilities" means real and personal properties including but not limited to machinery and equipment, whether or not now in existence or under construction, which are used in whole or in part to control, prevent, abate, alter, dispose or store, solid waste, thermal, noise, atmospheric or water pollutants, contaminants or products therefrom, whether such facilities serve one or more purposes or functions in addition to controlling, preventing, abating, altering, disposing or storing such pollutants, contaminants or the products therefrom. 35-802. Proceedings to incorporate pollution control corporations A. Any three or more natural persons, each of whom is a qualified elector of the municipality or the county, may file with the clerk of the governing body thereof written application for permission to incorporate a pollution control corporation for such municipality or county. The governing body shall approve or reject such application within thirty days after the filing date. If the governing body determines that it is advisable for the corporation to be formed it shall adopt a resolution approving the application and authorizing the persons making application to proceed with incorporation as prescribed by this chapter. No corporation may be formed unless an application first has been approved by the governing body having jurisdiction as provided in this section. B. The number of corporations to be formed in any municipality or county hereunder shall not exceed the number deemed advisable by the governing body thereof to accomplish the purposes of this title. 35-803. Articles of incorporation of pollution control corporations In addition to the requirements of title 10, the articles of incorporation shall set forth: 1. The names and residences of the applicants and a statement that each is an elector of the municipality or county. 2. The name of the corporation, which shall include the words "pollution control corporation" and the name of the authorizing county or municipality. 3. A statement that approval for incorporation has been granted by the governing body of the municipality or county and the date of approval. 4. The location of the principal office of the corporation, which shall be in the municipality or county. 35-804. Amendment to articles The articles of incorporation may be amended, provided that a majority of the members of the board of directors of the corporation first shall file with the governing body a written application seeking permission to amend the articles and specifying the amendment proposed to be made. The governing body shall approve or reject the application within thirty days following the filing date. If it approves the proposed amendment, it shall adopt a resolution authorizing the directors to amend the articles in accordance with the provisions of title 10. 35-805. Board of directors The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of not less than three nor more than nine directors, all of whom shall be duly qualified electors of the municipality or county in which the corporation was formed. Decisions of the board of directors shall be by majority vote. The directors shall serve without compensation except that they shall be reimbursed for their actual expenses incurred in the performance of their duties. No director shall be an officer or employee of the authorizing municipality or county. The initial directors shall be elected by the incorporators of the corporation. Directors shall hold office for overlapping terms. At the time of the election of the first board of directors the directors shall be divided into three groups containing as nearly equal numbers as possible. The first term of the directors included in the first group shall be two years, the first term of the directors included in the second group shall be four years, the first term of the directors included in the third group shall be six years. The terms of all directors thereafter shall be six years. The directors shall elect their successors and fill vacancies in the board of directors, subject to the approval of the governing body of the authorizing county or municipality. 35-806. Corporate powers A. In addition to the powers granted corporations by title 10, or otherwise, the corporation shall have the following powers, together with all powers incidental thereto or necessary or convenient for the performance of the following: 1. To issue bonds to carry out any of its purposes. 2. To pay compensation for professional and other services as the board of directors shall deem necessary for the business of the corporation. 3. To acquire by purchase, exchange, gift, lease or otherwise and to construct, improve and equip pollution control facilities. 4. To sell for cash or terms, exchange and convey pollution control facilities whenever its board of directors finds such action to be in furtherance of the purposes of the corporation. 5. To lease pollution control facilities and collect rent therefor and terminate any such lease upon the failure of the lessee to comply with any of the lease obligations. 6. To make secured or unsecured loans for the purpose of financing or refinancing the acquisition, construction, improvement or equipping of pollution control facilities, to charge and collect interest on such loans and pledge the proceeds of loan agreements as security for the payment of the principal and interest of bonds, or designated issues of bonds, issued by the corporation and any agreements made in connection therewith, whenever the board of directors finds such loans to be in furtherance of the purposes of the corporation. 7. To mortgage, pledge or otherwise encumber any or all of its properties, or any part or parts thereof, whether then owned or later acquired and to pledge the revenues and receipts from such properties as security for the payment of the principal and interest of bonds or designated issues of bonds, issued by the corporation and any agreements made in connection therewith. 8. To invest funds of the corporation as the board of directors shall direct. 9. To acquire and hold obligations of any kind to carry out any of its purposes. 10. To enter into contracts and execute any agreements or instrument and do any other act necessary or appropriate to carry out its purposes. B. The corporation shall not have the power to operate any pollution control facility as a business other than as lessor. 35-807. Earnings of the corporation The corporation shall be a nonprofit corporation and no part of its net earnings remaining after payment of its debts and expenses shall inure to the benefit of any individual, firm or corporation. 35-808. Dissolution of corporation Whenever the board of directors of the corporation shall determine that the purpose for which the corporation was formed has been substantially accomplished and that all issued bonds and other obligations of the corporation have been fully paid, the members of the board of directors of the corporation shall thereupon dissolve the corporation in accordance with the provisions of title 10, and any properties of the corporation shall be distributed and vest in the municipality or county. 35-809. Recordation of documents The articles of incorporation and the certificate of dissolution of the corporation shall be filed for record with the corporation commission. 35-810. Chapter cumulative; no notice required A. This chapter shall not be construed as a restriction or limitation upon any powers which the corporation otherwise might have under any laws of this state, but shall be construed as cumulative of any such powers. Except as provided in title 44, chapter 12, article 4, no proceedings, notice or approval shall be required for the issuance of any bonds of the corporation or any security therefor, except as provided in this chapter, any other law to the contrary notwithstanding, provided that nothing in this chapter shall be construed to deprive the state and its governmental subdivisions of their respective police powers over any properties of the corporation or to impair any powers of any official or agency of the state and its governmental subdivisions. B. Pollution control facilities may be financed, refinanced, purchased, constructed, leased, improved, extended and disposed of pursuant to this chapter, and bonds may be issued under this chapter for any of such purposes, notwithstanding that any other law may also provide for the acquisition, purchase, construction, improvement and extension or disposition of a similar project or for the issuance of bonds for like purposes and with the exception of the requirements imposed pursuant to title 44, chapter 12, article 4, without regard to the requirements, restrictions, limitations or other provisions contained in any other law. Insofar as the provisions of this chapter are inconsistent with any other law of this state, the provisions of this chapter shall be controlling, except that the provisions of this chapter shall in no manner diminish the power of any corporation or authority formed under the provisions of chapter 5 of this title, or impair or diminish any rights, privileges and immunities of a corporation formed thereunder and any such corporation or authority organized under chapter 5 of this title shall be authorized to issue bonds hereunder for pollution control facilities and shall, in addition to the powers conferred by chapter 5 of this title, have all powers conferred by the provisions of this chapter. The provisions of title 34 and this title have no application to corporations or their activities or property or to transactions entered into by them or on their behalf in accordance with this chapter or in the exercise of powers conferred upon them by law or this chapter. 35-821. Bonds of the corporation A. All principal and interest of bonds issued by the corporation shall be payable solely out of the revenues and receipts derived from the corporation's sale of property, loan repayments or lease rentals, or out of the proceeds of bonds issued hereunder, as shall be specified in the proceedings of the board of directors by which issuance of bonds shall have been authorized. B. The proceedings by which bonds are to be issued shall require approval of the board of directors and the governing body of each issuance of bonds. C. The bonds prescribed by subsection A may: 1. Be executed and delivered by the corporation at any time and from time to time. 2. Be in any form, denomination, tenor and maturity. 3. Be in registered or bearer form either as to principal or interest or both. 4. Be payable in any installments and at any time or times not exceeding sixty years from the date thereof. 5. Bear interest at any rate or rates and be payable at any time or times and at any place or places within or without the state of Arizona. 6. Be executed by such officers of the corporation and in such manner, and contain such provisions, not inconsistent herewith, as shall be provided in the proceedings of the board of directors authorizing the bonds to be issued, and in case an officer signing the bonds or coupons shall cease to be an officer of the corporation before the delivery of such bonds, such signature shall, nevertheless, be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. D. If deemed advisable by the board of directors, there may be retained in the proceedings under which any bonds of the corporation are authorized to be issued an option to redeem all or any part thereof, at such time or times, as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in such proceedings, but nothing in this article shall be construed to confer on the corporation any right or option to redeem any bonds except as may be provided in the proceedings under which they shall be issued. E. Any bonds of the corporation may be sold at public or private sale in such manner and from time to time as may be determined by the board of directors of the corporation to be most advantageous, and the corporation may pay all expenses, premiums and commissions which its board of directors may deem necessary or advantageous in connection with the issuance thereof. Issuance by the corporation of any one or more series of bonds for one or more purposes shall not preclude it from issuing other bonds in connection with the same purpose or any other purpose, but the proceedings authorizing the issuance of any subsequent bonds shall recognize and protect any prior pledge or mortgage made to secure any prior issue of bonds. Any bonds of the corporation at any time outstanding may, if permitted by the conditions of issuance, be refunded at any time and from time to time by the issuance of refunding bonds in such amount as the board of directors may deem necessary but not exceeding any amount sufficient to refund the principal of the bonds so to be refunded, together with any unpaid interest thereof and any premiums and commissions necessary to be paid in connection therewith. The provisions of subsections A, B and D shall apply to all such bonds. Any such refunding may be effected whether the bonds to be refunded shall have then matured or shall thereafter mature, either by sale of the refunding bonds and the application of the proceeds thereof for the payment of the bonds to be refunded or by the exchange of the refunding bonds for the bonds to be refunded thereby with the consent of the holders of the bonds so to be refunded, regardless of whether the bonds proposed to be refunded shall be payable at the same date or different dates or shall be due serially or otherwise. All such bonds and the interest coupons applicable thereto are hereby made and shall be construed to be negotiable instruments. F. The corporation may notify the attorney general of this state of its intent to issue bonds. The attorney general shall within ten days of the receipt of any such notice issue an opinion as to whether such issue is in conformity with the provisions of this chapter. G. No action shall be brought questioning the legality of any contract, lease, mortgage, proceedings or the issuance of bonds hereunder from and after three months from the date the bonds are authorized to be issued by the board of directors. 35-822. Security for bonds The principal and interest of any bonds issued by the corporation may be secured by a pledge of the revenues and receipts of the corporation out of which the principal and interest are to be made payable, by a mortgage covering all or any part of the properties of the corporation or corporations from which the revenues or receipts so pledged may be derived or a mortgage covering any properties of a borrower or lessee, including any enlargements and additions to any such properties, or by such other security as may be prescribed in the proceedings of the board of directors authorizing the issuance of the bonds. The proceedings under which bonds are authorized to be issued and any mortgage may contain any agreements and provisions respecting the maintenance of the properties covered thereby, the fixing and collection of rents for any portions thereof leased by the corporation to others, the creation and maintenance of special funds from such revenues and the rights and remedies available in the event of default and such other provisions as are not inconsistent with the provisions of this chapter, all as the board of directors shall deem advisable and not in conflict with the provisions of this article. Each pledge, lease, loan agreement or mortgage made to secure any of the bonds of the corporation shall continue to be effective until the principal and interest of the bonds so secured have been fully paid or adequate provisions for such payment have been made. A default in any agreement of the corporation made as a part of the contract under which the bonds were issued, whether contained in the proceedings authorizing the bonds or in any mortgage executed as security therefor, may be enforced by suit, by the appointment of a receiver, by the foreclosure of any mortgage, or any one or more of the remedies specified in the proceedings authorizing the issuance of such bonds. 35-823. Bonds as legal investments Bonds issued under the provisions of this chapter are legal investments for all banks, trust companies and insurance companies organized and operating under the laws of this state. 35-831. Exemption from taxation The corporation and its income and all bonds issued by it and the income therefrom shall be exempt from all taxation in this state, except that property of the corporation shall be subject to all applicable ad valorem taxes. If such property is leased, such ad valorem taxes shall be charged to the lessee as fully as if the lessee were the owner of such leased property. 35-832. Municipality or county not liable The municipality or the county shall not in any event be liable for the payment of the principal or interest of any bonds of the corporation or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever which may be undertaken by the corporation, and none of the bonds of the corporation or any of its agreements or obligations shall be construed to constitute an indebtedness of the municipality or county within the meaning of any constitutional or statutory provisions of this state whatsoever. 35-841. Cooperation with governmental bodies For the purposes of carrying out the provisions of this chapter, the governing body of a municipality or county may enter into cooperative agreements with governing bodies of any other municipality or county or with the state or any department or agent thereof, or with the United States or with any agency, department or instrumentality thereof.