RESOLUTION NO. 2010. APPROVING APPLICATION FOR AUTHORITY TO INCORPORATE A COMMERCIAL DEVELOPMENT AUTHORITY WHEREAS, James M. Parker, Charles Buntin and Janice Shepard have filed with the Board of City Commissioners (the “Commission”) of the City of Dothan (the “City”) an application in writing for authority to incorporate a public corporation to be known as “The Commercial Development Authority of the City of Dothan” (the “Authority”); the application is attached hereto; and WHEREAS, the Authority will be incorporated pursuant to and for the lawful purposes of Article 6, Chapter 54 of Title 11 of the Code of Alabama 1975 (“Enabling Law”); and. WHEREAS, the statute provides that the City’s governing body shall appoint members to the Authority in accordance with the Enabling Law and the Authority’s Certificate of Incorporation. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS, as follows: Section 1, That the application for authority to incorporate a public corporation to be known as “The Commercial Development Authority of the City of Dothan” is hereby granted. Section 2, That the Board of Commissioners will appoint five members of its choice to serve on the Board of Directors of the Authority to serve in terms pursuant to Chapter 54 of Title 11 of the Code of Alabama 1975. Section 3. That this Resolution along with a true and correct copy of the application for authority to incorporate and a true and correct copy of the Authority's Certificate of Incorporation shall be filed in the Office of the Judge of Probate for Houston County. Section 4. That the Board of Commissioners does hereby find, determine, and decree that (1) each of the persons making application for authorization to incorporate the Authority is a duly qualified elector of the City of Dothan, (2) it is wise, expedient, and necessary that the said Authority be formed, and (3) the persons filing said application shall be, and hereby are, authorized to proceed to form the said Authority. PASSED, APPROVED AND ADOPTED on the day of, 52010 ‘Associate Commissioner District 2 ‘Associate Commissioner District 3 ‘Associate Commissioner District 4 ATTEST: ‘Associate Commissioner District 5 Pam McCoy ‘Associate Commissioner District 6 City Clerk BOARD OF COMMISSIONERS.CERTIFICATE OF CITY CLERK 1, Pam McCoy, as City Clerk of the City of Dothan, Alabama, do hereby certify that the attached resolution constitutes a true and correct copy of the resolution adopted by the Board of Commissioners of the City of Dothan, Alabama at its regular meeting held on 2010. WITNESS my signature as said under the seal of the City of Dothan this the __ day of. +2010 [SEAL] City Clerk of the City of Dothan, AlabamaAPPLICATION FOR AUTHORITY TO INCORPORATE, A COMMERCIAL DEVELOPMENT AUTHORITY TO: CITY COMMISSION OF THE CITY OF DOTHAN DOTHAN, ALABAMA We, the undersigned natural persons, each of whom is a duly qualified elector of the City of Dothan, Alabama (herein called the "City"), do hereby file with the governing body of the City this application in writing, and do hereby make application for authority to incorporate a public corporation (the "Corporation") pursuant to the provisions of Article 6 of Chapter 54 of Title 11 of the Code of Alabama (1975), as amended, (the "Enabling Law"). The following information is provided as required by Section 11-54-173 of the Enabling Law: (1) The Board of Directors of the Corporation shall consist of five (5) directors elected by the Commission in accordance with the Enabling Law. (2) _ The principal office of the Corporation shall be located at 102 Jamestown Boulevard, Dothan, Alabama 36301 (3) Each of the applicants listed below is a duly qualified elector of the City of Dothan, (4) The Corporation shall be a non-profit, public corporation, and no part of its net ccarnings shall inure to the benefit of any individual or private corporation or entity. We hereby request that this application be granted and that a proper resolution be adopted by the Commission (i) declaring that itis wise, expedient, and necessary that the above described Corporation be formed under the name "The Commercial Development Authority of the City of Dothan, Alabama", (ii) approving the certificate of incorporation (the "Certificate of Incorporation") of the Corporation (a copy of which is attached hereto as Exhibit B to the Application for Authority to Incorporate a Commercial Development Authority), and (iii) authorizing the undersigned to proceed to form the Corporation by filing for record the Certificate of Incorporation in accordance with the provisions of Section 11-54-174 of the Enabling Law. WITNESS our signatures this day of November, 2010. James M. Parker Charles Buntin Janice ShepardExhibit A to the Application for Authority to Incorporate a Commercial Development Authority Certificate of IncorporationSTATE OF ALABAMA) d HOUSTON COUNTY ) CERTIFICATE OF INCORPORATION OF THE COMMERCIAL DEVELOPMENT AUTHORITY OF THE CITY OF DOTHAN, ALABAMA TO: THE HONORABLE JUDGE OF PROBATE OF HOUSTON COUNTY, ALABAMA The undersigned James M. Parker, Charles Buntin, and Janice Shepard, each of whom is over the age of nineteen (19) years, desiring to organize a body corporate under the provisions of Article 6, Chapter 54 of Title 11 of the Code of Alabama (1975), as amended, and being all of the incorporators of the corporation hereby organized (the "Corporation"), do make, sign and file this certificate of incorporation (the "Certificate of Incorporation") as follows: (1) The names and residence addresses of the incorporators are as follows: James M. Parker 1136 Appian Way Dothan, Alabama 36303 Charles Buntin 3104 Ridgewood Drive Dothan, Alabama 36303 Janice Shepard 1902 Stonebridge Road Dothan, Alabama 36301 Each of the aforesaid incorporators is a duly qualified elector of the City of Dothan, Alabama (the "City"). (2) _ The name of the Corporation is and shall be: "The Commercial Development Authority of the City of Dothan, Alabama." Attached hereto as Exhibit C is a certificate of the Secretary of State certifying that the name of the Corporation satisfies the requirements of Article 6, Chapter 54 of Title 11 of the Code of Alabama (1975), as amended. (3) _ Permission to organize the Corporation has been granted by authorizing resolution duly adopted by the governing body of the City on ‘A copy of the application filed with the City Commission of the City for authorization to form the Corporation is attached hereto as Exhibit A. The application attached hereto is identical to the application filed with the governing body of the City. A certified copy of the authorizing resolution of the City is attached hereto as Exhibit B.(4) _ The principal office of the Corporation shall be located at 102 Jamestown Boulevard, Dothan, Alabama 36301. (5) __ The Corporation shall have all powers conferred on corporations of like nature by Article 6 of Chapter 54 of Title 11 of the Code of Alabama (1975), as amended, and any amendment thereof heretofore or hereafter made, and all other powers conferred upon corporations generally by the laws of Alabama not in conflict with Article 6, Chapter 54 of Title 11 of the Code of Alabama (1975), as amended, as heretofore or hereafter amended. (6) _ The Board of Directors of the Corporation shall consist of five (5) directors, each with an equal vote and shall be elected by the governing body of the City. (7) The duration of the existence of the Corporation shall be perpetual, unless it shall be dissolved by proceedings taken pursuant to said Article 6, Chapter 54 of Title 11 of the Code of Alabama (1975), as amended. (8) The Corporation shall be a non-profit, public corporation, and no part of its net earnings shall inure to the benefit of any individual or private corporation or entity. [Balance of page intentionally left blank]IN WITNESS WHEREOF, the undersigned incorporators have hereunto subscribed their signatures this day of , 2010. James M. Parker Charles Buntin Janice Shepard STATE OF ALABAMA) ) HOUSTON COUNTY —) 1, a Notary Public in and for said county in said state, hereby certify that James M. Parker, Charles Buntin, and Janice Shepard, whose names are signed to the foregoing Certificate of Incorporation and who are known to me, acknowledged before me on this day that, being informed of the contents of the said Certificate of Incorporation, they executed the same voluntarily. GIVEN under my hand and official seal of office, this day of 2010. (NOTARIAL SEAL) Notary Public My Commission Expires: