Powers of authority generally

The authority shall have all of the powers necessary, proper, or convenient to carry out and effectuate the purposes and provisions of this article. The powers enumerated in this Code section are cumulative of and in addition to each other and other powers granted elsewhere in this article; and no such power limits or restricts any other power of the authority. 864 Page: 865 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 21:2:45 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-9-273 Without limiting the generality of the foregoing, the powers of the authority shall include the powers: (1) To sue and be sued; (2) To adopt and amend a corporate seal; (3) To make and execute contracts, agreements, and other instruments necessary, proper, or convenient to exercise the powers of the authority to further the public purpose for which the authority is created, including, but not limited to, contracts for construction of projects, leases of projects, contracts for operation of projects, contracts for sale of projects, agreements for loans to finance projects, and contracts with respect to the use of projects; (4) To acquire by purchase, lease, condemnation, or otherwise and to hold, lease, and dispose of real and personal property of every kind and character or any interest therein in furtherance of the public purpose of the authority; (5) To finance, by loan, grant, lease, or otherwise, and to construct, erect, assemble, purchase, acquire, own, repair, remodel, renovate, rehabilitate, modify, maintain, extend, improve, install, sell, equip, expand, add to, operate, or manage projects and to pay the cost of any project from the proceeds of revenue bonds, notes, or other obligations of the authority or any other funds of the authority, or from any contributions or loans by persons, corporations, partnerships, limited or general, or other entities, all of which the authority is empowered to receive and accept and use; (6) To borrow money to further or to carry out its public purpose and to execute revenue bonds, notes, other obligations, leases, trust indentures, trust agreements, agreements for the sale of its revenue bonds, notes, or other obligations, loan agreements, mortgages, deeds to secure debt, trust deeds, security agreements, assignments, and such other agreements or instruments as may be necessary or desirable, in the judgment of the authority, to evidence and to provide security for such borrowing; (7) To issue revenue bonds, notes, or other obligations of the authority and use the proceeds thereof for the purpose of paying or loaning the proceeds thereof to pay all or any part of the cost of any project and otherwise to further or carry out the public purpose of the authority and to pay all costs of the authority incident to, or necessary and appropriate to, furthering or carrying out such purpose; (8) To make application directly or indirectly to any federal, state, county, or municipal government or agency or to any other source, public or private, for loans, grants, guarantees, or other financial assistance in furtherance of the authority’s public purpose and to accept and use the 865 Page: 866 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 21:2:45 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-9-273 PUBLIC UTILITIES, ETC. 46-9-273 same upon such terms and conditions as are prescribed by such federal, state, county, or municipal government or agency or other source; (9) To enter into agreements with the federal government or any agency or corporation thereof to use the facilities of the federal government or agency or corporation thereof in order to further or carry out the public purposes of the authority; (10) To contract for any period not exceeding 50 years with the State of Georgia, state institutions, or any city, town, municipality, or county of the state or public or private corporation for the use by the authority of any facilities or services of the state or any such state institution, city, town, municipality, or county or public or private corporation or for the use by any state institution or any city, town, municipality, or county of any facilities or services of the authority, provided such contracts shall deal with such activities and transactions as the authority and any such political subdivisions with which the authority contracts are by law authorized to undertake; (11) To extend credit or make loans to any person, corporation, partnership, limited or general, or other entity for the costs of any project, which credit or loans may be evidenced or secured by loan agreements, notes, mortgages, deeds to secure debt, trust deeds, security agreements, assignments, or other instruments or by rentals, revenues, fees, or charges, upon such terms and conditions as the authority shall determine to be reasonable in connection with such extension of credit or loans, including provision for the establishment and maintenance of reserve funds, and, in the exercise of powers granted in connection with any project, the authority shall have the right and power to require the inclusion in any such loan agreement, note, mortgage, deed to secure debt, trust deed, security agreement, assignment, or other instrument of such provisions or requirements for guarantee of any obligations, insurance, construction, use, operation, maintenance, and financing of a project and such other terms and conditions as the authority may deem necessary or desirable; (12) As security for repayment of any revenue bonds, notes, or other obligations of the authority, to pledge, mortgage, convey, assign, hypothecate, or otherwise encumber any property of the authority, including, but not limited to, real property, fixtures, personal property, and revenues or other funds; and to execute any lease, trust indenture, trust agreement, agreement for the sale of the authority’s revenue bonds, notes, or other obligations, loan agreement, mortgage, deed to secure debt, trust deed, security agreement, assignment, or other agreement or instrument as may be necessary or desirable in the judgment of the authority to secure any such revenue bonds, notes, or other obligations, which instruments or agreements may provide for foreclosure or forced sale of any property of the authority upon default in any obligation of the 866 Page: 867 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 21:2:46 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-9-273 authority, either in payment of principal, premium, if any, or interest or in the performance of any term or condition contained in any such agreement or instrument. The State of Georgia on behalf of itself and each county, municipal corporation, political subdivision, or taxing district therein waives any right the state or such county, municipal corporation, political subdivision, or taxing district may have to prevent the forced sale or foreclosure of any property of the authority upon such default and agrees that any agreement or instrument encumbering such property may be foreclosed in accordance with law and the terms thereof; (13) To receive and use the proceeds of any tax levied by the State of Georgia or any county or municipality thereof to pay the costs of any project or for any other purpose for which the authority may use its own funds pursuant to this article; (14) To receive and administer gifts, grants, and devises of money and property of any kind and to administer trusts; (15) To use any real property, personal property, or fixtures or any interest therein; or to rent or lease such property to or from others or make contracts with respect to the use thereof; or to sell, lease, exchange, transfer, assign, pledge, or otherwise dispose of or grant options for any such property in any manner as it deems to be to the best advantage of the authority and the public purpose thereof; (16) To acquire, accept, or retain equitable interests, security interest, or other interests in any real property, personal property, or fixtures by loan agreement, note, mortgage, deed to secure debt, trust deed, security agreement, assignment, pledge, conveyance, contract, lien, loan agreement, or other consensual transfer in order to secure the repayment of any moneys loaned or credit extended by the authority; (17) To appoint, select, and employ engineers, surveyors, architects, urban or city planners, fiscal agents, attorneys, and others and to fix their compensation and pay their expenses; (18) To encourage and promote by means of rail passenger transportation and other public transportation projects the improvement and advancement of the state and the enhancement and profitability of tourism to the state and its citizens; (19) To make, contract for, or otherwise cause to be made long-range plans or proposals for rail passenger transportation and other public transportation projects within the service area, in cooperation with those political subdivisions within which such projects are located; (20) To adopt bylaws governing the conduct of business by the authority, the election and duties of officers of the authority, and other matters which the authority determines to deal with in its bylaws; 867 Page: 868 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 21:2:47 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-9-273 PUBLIC UTILITIES, ETC. 46-9-275 (21) To exercise any power granted by the laws of the State of Georgia to public or private corporations which is not in conflict with the public purpose of the authority; and (22) To do all things necessary, proper, or convenient to carry out the powers conferred by this article. (Code 1981, § 46-9-273, enacted by Ga. L. 1985, p. 1283, § 1.) 46-9-274. Membership of authority; filling of vacancies; disclosure of pecuniary interests; election of officers; expense allowance and travel costs. (a) The authority shall be composed of members appointed by the Governor. One member shall be appointed from and shall be a resident of each of the congressional districts and two members shall be appointed from the state at large. All members shall be appointed for terms of four years and until their successors are appointed and qualified. The Governor, in making appointments to the authority, shall consider obtaining reasonable representation thereon of persons from the tourism and hospitality industry, the manufacturing industry, the banking and finance industry, citizens and consumers, labor, and the transportation industry, but it is specifically provided that the appointments shall be at the discretion of the Governor. In the event of a vacancy on the authority, the Governor shall fill such vacancy for the unexpired term. (b) If any member of the authority has any pecuniary interest in a project, the fact of such interest shall be disclosed by such member and recorded on the minutes of the authority. The member shall abstain from urging the approval of or voting on any project in which the member has a pecuniary interest. (c) At its first meeting in each year, the members of the authority shall elect from among themselves a chairman and such other officers of the authority as may be required by the authority, for a term of one year. (d) Each member of the authority shall receive an expense allowance and reimbursement for travel costs as provided in Code Section 45-7-21. A like sum shall be paid to a member of the authority who attends an approved meeting, event, or other function other than an authority meeting as an official representative of the authority. (Code 1981, § 46-9-274, enacted by Ga. L. 1985, p. 1283, § 1; Ga. L. 1990, p. 1903, § 11; Ga. L. 1995, p. 1041, § 3.) 46-9-275. Issuance of revenue bonds, notes, or other obligations; refunding bonds. Revenue bonds, notes, or other obligations issued by an authority shall be paid solely from the property, including, but not limited to, real property, 868 Page: 869 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 21:2:47 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-9-276 fixtures, personal property, revenues, or other funds pledged, mortgaged, conveyed, assigned, hypothecated, or otherwise encumbered to secure or to pay such bonds, notes, or other obligations. All revenue bonds, notes, and other obligations shall be authorized by resolution of the authority, adopted by a majority vote of the members of the authority at a regular or special meeting. Such revenue bonds, notes, or other obligations shall bear such date or dates, shall mature at such time or times not more than 40 years from their respective date, shall bear interest at such rate or rates, which may be fixed or may fluctuate or otherwise change from time to time, shall be subject to redemption on such terms, and shall contain such other terms, provisions, covenants, assignments, and conditions as the resolution authorizing the issuance of such bonds, notes, or other obligations may permit or provide. The terms, provisions, covenants, assignments, and conditions contained in or provided or permitted by any resolution of the authority authorizing the issuance of such revenue bonds, notes, or other obligations shall bind the members of the authority then in office and their successors. The authority shall have power from time to time and whenever it deems refunding expedient to refund any bonds by the issuance of new bonds, whether the bonds to be refunded have or have not matured, and may issue bonds partly to refund bonds then outstanding and partly for any other purpose permitted under this article. The refunding bonds may be exchanged for the bonds to be refunded with such cash adjustments as may be agreed upon or may be sold and the proceeds applied to the purchase or redemption of the bonds to be refunded. There shall be no limitation upon the amount of revenue bonds, notes, or other obligations which any authority may issue. Any limitations with respect to interest rates or any maximum interest rate or rates found in the usury laws of the State of Georgia, or any other laws of the State of Georgia, shall not apply to revenue bonds, notes, or other obligations of an authority. (Code 1981, § 46-9-275, enacted by Ga. L. 1985, p. 1283, § 1.) 46-9-276. Authority to execute agreements or instruments; use of proceeds from sale of bonds and other obligations; issuance of subsequent obligations; bond anticipation notes; validation and form of bonds. (a) Subject to the limitations and procedures provided by this Code section, the agreements or instruments executed by the authority may contain such provisions not inconsistent with law as shall be determined by the members of the authority. (b) The proceeds derived from the sale of all bonds, notes, and other obligations issued by an authority shall be held and used for the ultimate purpose of paying, directly or indirectly as permitted in this article, all or part of the cost of any project or for the purpose of refunding any bonds, notes, or other obligations issued in accordance with the provisions of this article. 869 Page: 870 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 21:2:47 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-9-276 PUBLIC UTILITIES, ETC. 46-9-276 (c) Issuance by the authority of one or more series of bonds, notes, or other obligations for one or more purposes shall not preclude it from issuing other bonds, notes, or other obligations in connection with the same project or with any other projects, but the proceeding wherein any subsequent bonds, notes, or other obligations shall be issued shall recognize and protect any prior loan agreement, mortgage, deed to secure debt, trust deed, security agreement, or other agreement or instrument made for any prior issue of bonds, notes, or other obligations unless in the resolution authorizing such prior issue the right is expressly reserved to the authority to issue subsequent bonds, notes, or other obligations on a parity with such prior issue. (d) The authority shall have the power and is authorized, whenever bonds of the authority shall have been validated as provided in this article, to issue from time to time its notes in anticipation of such bonds as validated and to renew from time to time any such notes by the issuance of new notes, whether the notes to be renewed have or have not matured. The authority may issue such bond anticipation notes only to provide funds which would otherwise be provided by the issuance of the bonds as validated. Such notes may be authorized, sold, executed, and delivered in the same manner as bonds. As with its bonds, the authority may sell such notes at public or private sale. Any resolution or resolutions authorizing notes of the authority or any issue thereof may contain any provisions which the authority is authorized to include in any resolution or resolutions authorizing bonds of the authority or any issue thereof, and the authority may include in any notes any terms, covenants, or conditions which the authority is authorized to include in any bonds. Validations of such bonds shall be a condition precedent to the issuance of such notes, but it shall not be required that such notes be judicially validated. Bond anticipation notes shall not be issued in an amount exceeding the par value of the bonds in anticipation of which they are to be issued. (e) All bonds issued by the authority under this article shall be issued and validated under and in accordance with the ‘‘Revenue Bond Law,’’ as heretofore and hereafter amended, except as provided in this article, provided that notes and other obligations of the authority may be, but shall not be required to be, so validated. (f ) Bonds issued by the authority may be in such form, either coupon or fully registered or both coupon and fully registered, and may be subject to exchangeability and transferability provisions as the bond resolution authorizing the issuance of such bonds or any indenture or trust agreement may provide. (g) Bonds shall bear a certificate of validation. The signature of the clerk of the superior court of the judicial circuit in which the issuing authority is located may be made on the certificate of validation of such bonds by facsimile or by manual execution stating the date on which such bonds were 870 Page: 871 Job Path: @mfgmic/west/stcodes/ga/repl/qj04040.63 Date: 06/30/04 Time: 21:2:48 0000 42051-21 (QS) GA 04 RV34 -- 3rd RUN 46-9-277 validated, and such entry shall be original evidence of the fact of judgment and shall be received as original evidence in any court in this state. (h) In lieu of specifying the rate or rates of interest which bonds to be issued by an authority are to bear, the notice to the district attorney or Attorney General, the notice to the public of the time, place, and date of the validation hearing, and the petition and complaint for validation may state that the bonds when issued will bear interest at a rate not exceeding a maximum per annum rate of interest, which may be fixed or may fluctuate or otherwise change from time to time, specified in such notices and petition and complaint or that, in the event the bonds are to bear different rates of interest for different maturity dates, that note of such rates will exceed the maximum rate which may be fixed or may fluctuate or otherwise change from time to time so specified; provided, however, that nothing contained herein shall be construed as prohibiting or restricting the right of the authority to sell such bonds at a discount, even if in doing so the effective interest cost resulting therefrom would exceed the maximum per annum interest rate specified in such notices and in the petition and complaint. (i) The terms ‘‘cost of the project’’ or ‘‘cost of any project’’ shall have the meaning prescribed in this article whenever referred to in bond resolutions of the authority, in bonds, notes, or other obligations of the authority, or in notices or proceedings to validate such bonds, notes, or other obligations of the authority. (j) The issuance of any bond, revenue bond, note, or other obligation or the incurring of any debt by the authority must, prior to such, be approved by the Georgia State Financing and Investment Commission established by Article VII, Section IV, Paragraph VII of the Constitution of the State of Georgia of 1983 or its successor. (Code 1981, § 46-9-276, enacted by Ga. L. 1985, p. 1283, § 1.)