§ 25-20-201 - Creation. - Arkansas Statutes

25-20-201. Creation.

(a) Any two (2) or more public agencies are hereby authorized to create a public body corporate and politic as a separate legal entity for the purpose of constructing, operating, and maintaining a public library system.

(b) The governing body of each public agency wishing to form a public body corporate and politic shall, by ordinance or resolution, or otherwise pursuant to law, of the governing body of each participating public agency:

(1) Determine that it is in the best interest of the public agency in accomplishing the purposes of this subchapter to create a public body;

(2) Set forth the names of the public agencies which are proposed to form the public body;

(3) Specify any limitations on the exercise of the public body's powers;

(4) Specify the number of directors of the public body, the number of directors required from each public agency, and the voting rights of each director, which number and voting rights may vary by agency and director; and

(5) Approve the filing of an application with the Secretary of State to create the public body corporate and politic.

(c) (1) An application to create a public body corporate and politic shall then be prepared, setting forth:

(A) A request that a public body corporate and politic be created under this subchapter;

(B) The proposed name for the public body;

(C) The names of the participating public agencies;

(D) Any limitations on the exercise of the public body's powers;

(E) The number of directors of the public body;

(F) The number of directors required from each public agency; and

(G) The voting rights of each director.

(2) The application shall be deemed signed and approved by each public agency by attaching thereto a certified copy of the ordinance, resolution, or other action of each participating public agency.

(d) (1) The Secretary of State shall examine the application, and, if the Secretary of State finds that the name proposed for the public body is not identical with that of any other corporation, agency, or instrumentality of this state, so nearly similar as to lead to confusion and uncertainty, or otherwise deceptively misleading, the Secretary of State shall:

(A) Receive and file the application;

(B) Record it in an appropriate book of record in his or her office;

(C) Make and issue a certificate of incorporation under the seal of the state setting forth the names of the participating public agencies; and

(D) Record the certificate in an appropriate book of record in his or her office.

(2) A copy of the certificate of incorporation, certified by the Secretary of State, shall be admissible in evidence in any suit, action, or proceeding involving the validity or enforcement of, or relating to, any contract of the public body and shall be conclusive proof of the filing and contents of the certificate and the effective creation of the public body corporate and politic, absent fraud in the premises being established.

(e) (1) Any application filed with the Secretary of State pursuant to the provisions of this subchapter may be amended from time to time with the unanimous consent of the directors of the public body corporate and politic who are entitled to vote.

(2) The amendment shall be signed and filed with the Secretary of State in the manner provided in this section, whereupon the Secretary of State shall make and issue an amendment to the certificate of incorporation.