Do RESOLUTION NO. RESOLUTION AUTHORIZING INCORPORATION OF MONTGOMERY EXPOSITION COOPERATIVE DISTRICT, ELECTION OF DIRECTORS AND AUTHORIZATION FOR CERTAIN ACTIONS WHEREAS, the City of Montgomery (“City”) has agreed in principle with the State of Alabama and its related agencies, instrumentalities and boards to acquire the Garrett Coliseum facility and related improvements consisting of consistipaeef approximately 112 acres, more or less, of real property and such other additional real property adjacent or nearby thereto and related easements and all fixtures, improvements and equipment located thereon, which property is located at 1555 Federal Drive, bordered on the south by Federal Drive, on the west by Fairground Road, on the east by Coliseum Boulevard and on the north by CSX Railroad Right-of-Way (herein the “Project Site”), utilizing a cooperative district formed by the City; and WHEREAS, the City desires to establish the cooperative district in which to acquire and hold the Project Site all for and on the behalf of the City and its citizens; and WHEREAS, pursuant to Section 11-99B-3 of the Code of Alabama (1975), as amended, three natural persons have duly filed an application dated October 10, 2019 (“Application”) with the governing body of the City of Montgomery (“City”) to approve and authorize the incorporation of a cooperative district under Chapter 99B of Title 11 of the Code of Alabama (1975), as amended (herein referred to as the “Act") under the name “Montgomery Exposition Cooperative District” (herein referred to as the “District”) for the purpose of acquiring the Project Site as the initial project; and WHEREAS, the City would be the sole member of the cooperative district, with the governing body of the City having the authority to select and elect the five (5) members to serve on the Board of Directors of the District; and WHEREAS, the City Council desires to authorize the incorporation of the District to serve as the public corporation to acquire the Project Site, all to and for the benefit of the City and to select and elect the five (5) members to the Board; and WHEREAS, in connection with and as required by the Act, the City has been asked to authorize and approve and to find that it is wise, expedient, necessary and in the best interests of the City to incorporate the District for the purposes set forth above; and WHEREAS, the City Council also desires to authorize and approve the District to accept conveyance of the Project Site; and WHEREAS, the City Council further desires to authorize the Mayor, on behalf and for the City, to negotiate options regarding terms, alternatives and opportunities for financing the renovation of the Project Site for Council consideration and approval by separate Resolution.Go NOW THEREFORE the Ci declare and determine as follows: Council of the City of Montgomery does hereby find, resolve, 1. That the Application was received and is in proper order and that the incorporation of a cooperative district on the terms stated in the Application is wise, expedient and necessary and in the City’s best interests for the purposes of the City’s acquisition of the Project Site all for the benefit of the City and its citizens, and the applicants under the Application are hereby authorized and empowered to execute and deliver and to file a certificate of incorporation to incorporate the Montgomery Exposition Cooperative District on the terms contained in the Application; 2 ‘That the five (5) members of the Board of Directors to the proposed district, once formed, and which are hereby selected and elected by the City Council, shall be Mayor Steven L. Reed, President Charles W. Jinright and President Pro Tem Tracy Larkin, who are each selected in their representative capacity to serve the period they are serving in such representative capacity, Edward G. Reifenberg and Doug Singleton; 3. The City, as the sole member of the District, does hereby approve and consent to the acquisition by the District, once formed, of the Project Site in the area described in the Application and to the District’s execution of any and all agreements, documents, deeds, instruments, assignments, letters and writings as may be necessary or appropriate for and/or related to the acquisition of the Project Site. The Mayor is hereby authorized and empowered, for and on behalf of the City, to execute and deliver such other agreements, documents, deeds, instruments, assignments, letters and writings as are necessary ot proper in order for the City to perform its obligations in connection with the Application and the incorporation of the District. 5. The Mayor is hereby further authorized and empowered, for and on behalf of the City, to seek and negotiate terms, alternatives and opportunities relating to financing options for the renovation of the Project Site, to be submitted to the City Council by separate Resolution for consideration, discussion and action in order to authorize and approve final financing terms and execution of applicable agreements, documents, deeds, instruments, assignments, letters and writings as are necessary or proper to secure said final financing obligations for renovation of the Project Site. ADOPTED this the day of 5 2019. BRENDA GALE BLALOCK CITY CLERK APPROVED:111.77 Acrest111.77 Acres Legal Description Beginning at the intersection of the north line of Section 4, Township 16 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the ‘west right of way of said Federal Drive the following two (2) courses: (1) South 47 degrees 42'-28" West, 492.99 feet; (2) along a curve concave to the southeast (Radius 3429.82 feet) a chord of South 43 degrees 38'-18" West, 479.30 feet; thence North SO degrees 22'-59” West, 79.57 feet; thence North 78 degrees 01'-04" West, 191.20 feet; thence along a curve concave to the southeast (Radius 225.00 feet) a chord of South 72 degrees 18'-49” West, 222.74 feet; thence South 42 degrees 38'-43” West, 57.14 feet; thence North 70 degrees 01'-33” West, 320.19 feet to the east right of way of Fairground Road (Row varies); thence along the east right of way of said Fairground Road the following five (5) courses: (1) North 03 degrees 36'-42” East, 199.94 feet; (2) along a curve concave to the east (Radius 3565.11 feet) a chord of North 06 degrees 09'-12” East, 316.20 feet; (3) North 08 degrees 41'-42” East, 53.60 feet; (4) along a curve concave to the west (Radius 1937.82 feet) a chord of North 03 degrees 50'-12” East, 328.24 feet; (5) North 00 degrees 55'-43” West, 2351.79 feet to the south right of way of CSX Railroad (200 Row); thence along the south right of way of said CSx Railroad, South 78 degrees 45'-00" East, 1885.62 feet; thence South 03 degrees 13'-57” West, 639.32 feet; thence South 14 degrees 08'-28” West, 452.28 feet; thence South 11 degrees 17'-16” West, 449.42 feet; thence South 08 degrees 31'-26" West, 400.00 feet; thence South 02 degrees 26'-27” East, 212.50 feet to the west right of way of said Federal Drive; thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 47 degrees 42'-28" West, 245.90 feet; (2) North 88 degrees 52'-41” East, 74.45 feet to the point of beginning, Said tract lying and being in Section 4, Township 16 North, Range 18 East and Section 33, Township 17 North, Range 18 East, Montgomery County, Alabama and containing 111.77 acres, more or less. 11.53 Acres Legal Description Commencing at the intersection of the north line of Section 4, Township 16 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 47 degrees 42'-28" West, 482.98 feet; (2) along a curve concave to the southeast (Radius 3429.82 feet) a chord of South 43 degrees 38'-18" West, 479.30 feet to the POINT OF BEGINNING; thence from said point of beginning, continue along the west right of way of said Federal Drive the following three (3) courses: (1) along a curve concave to the southeast (Radius 4111.17 feet) a chord of South 34 degrees 28-24” West, 674.43, feet; (2) South 61 degrees 35'-19” East, 15.00 feet; (3) along a curve concave to the southeast (Radius 1297.34 feet) a chord of South 22 degrees 08'-34” West, 283.21 feet; thence South 89 degrees 05'-51” West, 381.77 feet to the east right of way of Fairground Road (Row varies); thence along the east rightof way of said Fairground Road the following two (2) courses: (1) North 03 degrees 29/-58” East, 675.15 feet; (2) North 03 degrees 36'-42” East, 248.17 feet; thence South 70 degrees 01'-33” East, 320.19 feet; North 42 degrees 38'-43” East, 57.14 feet; along a curve concave to the southeast (Radius 225.00 feet) a chord of North 72 degrees 18'-49" East, 222.74 feet; South 78 degrees 01'-04" East, 191.20 feet; South 50 degrees 22'-59” East, 79.57 feet to the point of beginning. Said tract lying and being in Section 4, Township 16 North, Range 18 East, Montgomery County, Alabama and containing 11.53 acres, more or less. 2.05 Acres Legal Description Commencing at the intersection of the south line of Section 33 Township 17 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 88 degrees 52’-41” West, 74.45 feet; (2) North 47 degrees 42'-28” East, 245.90 feet to the POINT OF BEGINNING; thence from said point of beginning, North 02 degrees 26'-27” West, 212.50 feet; thence North 08 degrees 31’-26” East, 400.00 feet; thence North 11 degrees 17'-16" East, 449.42 feet; thence North 14 degrees 08'-28" East, 452.28 feet; thence South 33 degrees 36’-32” East, 47.92 feet; thence South 08 degrees 40'-19" West, 490.95 feet; thence South 11 degrees 48'-49” West, 982.76 feet to the point of beginning. Said tract lying and being in Section 33, Township 17 North, Range 18 East, Montgomery County, Alabama and containing 2.05 acres, more or less. 3.93 Acres Legal Description Commencing at the intersection of the south line of Section 33 Township 17 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 88 degrees 52’-41” West, 74.45 feet; (2) North 47 degrees 42-28” East, 245.90 feet; thence North 02 degrees 26'-27" West, 2112.50 feet; thence North 08 degrees 31'-26" East, 400.00 feet; thence North 11 degrees 17-16” East, 449.42 feet; thence North 14 degrees 08'-28” East, 452.28 feet to the POINT OF BEGINNING; thence from said point of beginning, North 33 degrees 36’-32” West, 893.10 feet to the south right of way of CSX Railroad (100" row); thence along the south right of way of said CSx Railroad, South 78 degrees 45'- 00” East, 540.79 feet; thence South 03 degrees 13'-57” West, 639.32 feet to the point of beginning. Said tract lying and being in Section 33, Township 17 North, Range 18 East, Montgomery County, ‘Alabama and containing 3.93 acres, more or less,50’ Ingress/Egress Easement Legal Description Commencing at the intersection of the south line of Section 33 Township 17 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 88 degrees 52’-41” West, 74.45 feet; (2) North 47 degrees 42'-28” East, 245.90 feet; thence North 02 degrees 26'-27" West, 212.50 feet; thence North 08 degrees 31’-26” East, 400.00 feet; thence North 11 degrees 17’-16” East, 449.42 feet; thence North 14 degrees 08'-28" East, 452.28 feet; thence North 03 degrees 13'-57” East, 597.06 feet to the POINT OF BEGINNING of the centerline of a 50 feet wide ingress and egress easement being located within 25 feet on each side of the following described centerline; thence from said point of beginning, South 78 degrees 45'-00” East, 659.93 feet to the west right of way of Coliseum Boulevard (80° row) and the point of terminus of said centerline. Said tract lying and being in Section 33, Township 17 North, Range 18 East, Montgomery County, ‘Alabama and containing 0.75 acres, more or less.APPLICATION FOR APPROVAL AND AUTHORIZATION TO INCORPORATE, MONTGOMERY EXPOSITION COOPERATIVE DISTRICT TO: City Council of the City of Montgomery, as governing body of the City of Montgomery (“City”) The undersigned natural persons do hereby file, as required by Section 11-99B-3 of the Code of Alabama (1975), as amended, with the aforementioned governing body of the City, which public body is proposed to be the sole member of the proposed cooperative district set forth below, this Application for Approval and Authorization to incorporate a cooperative improvement district under Chapter 99B of Title 11 of the Code of Alabama (1975) (the “Act”), as amended, and as to the requirements to be set forth in the application sets forth the following: IRST: The proposed name of the district to be incorporated is the “Montgomery Exposition Cooperative District” SECOND: The proposed project to be acquired or constructed by the proposed cooperative district are: ‘A. The initial project or projects proposed to be acquired by the district consists of the acquisition of the Garrett Coliseum facility, consisting of approximately 112 acres, more or less, of the real property described in Exhibit “A” attached hereto and such other additional real property adjacent or nearby thereto and related easements and all fixtures, improvements and equipment located thereon, which property is located at 1555 Federal Drive, bordered on the south by Federal Drive, on the west by Fairground Road, on the east by Coliseum Boulevard, and on the north by CSX Railroad Right-of-Way (“Project Site”). This district is proposed to be formed by the authorizing subdivision as set forth below for the initial purpose of acquiring the Project Site. B. The district may acquire or construct such other project or projects (as defined in the Act) that the board of directors of the district may approve or authorize which are located within the corporate limits of the City of Montgomery, Alabama. THIRD: The proposed sole member of the district would be the City of Montgomery, a body corporate and politic (herein referred to as the “City”), being organized under the laws of the State of Alabama. The general description of the areas in which the district proposes to acquire the project or projects consist of the real property described in Exhibit “A attached hereto and described in the SECOND Article above. FOURTH: — The total proposed number of directors of the board shall initially be five (5) directors. The City, through action of its governing body, shall be entitled to select and elect five (5) members to serve on the Board of Directors of the District, with each director so selected and elected to serve for such terms as are set forth in the Act and the Bylaws. No proposal is made to give any directors proportional voting power based upon the percentage of indebtednessor operating expenses of the district or any other measure for establishing proportional voting power of directors, each director shall have one (1) vote subject to the provisions of the Certificate of Incorporation, the Act and the bylaws, if any, in effect from time to time with respect to the district FIFTH: The proposed location of the principal office of the district shall be 103 North Perry Street, Room 200, Montgomery, Alabama 36104, which is located within the territorial boundaries of Montgomery County, Alabama, as required by Section 11-99B-3(a)(5) of the Code of Alabama (1975), as amended. SIXTH, By signing below, each of the applicants does hereby severally state as to themselves only that such applicant is a duly qualified elector of Montgomery County, Alabama, with respect to which this application is being filed with the governing body thereof. H: The applicants do hereby request that the governing body of the City adopts a resolution declaring that it is wise, expedient, and necessary that the proposed district, as proposed herein, be formed and authorizing the applicants to proceed to incorporate the proposed distriet by filing for record a certificate of incorporation in accordance with and containing the provisions of Section 11-99B-4 and the requirements thereof. EIGHTH: The following provision for allocation of properties upon dissolution of the district among the members is proposed : “In the event of the dissolution of this District, after the payment, satisfaction and discharge of all of its liabilities and obligations (or after making adequate provision therefor), all of the District’s remaining assets and property of every nature and description whatsoever shall be distributed to its sole member, unless the City agrees to a different allocation in writing and such allocation is approved by the District's board of directors.” [Execution to Follow on Next Following Page]IN WITNESS WHEREOF, the undersigned have hereunto set their hands and respectively request that the governing body of the City does hereby review and approve this application and authorize the applicants by resolution as required under Sections 11-99B-3(b) and Section 11-99B-4 of the Act. Done on this 144s, of October, 2019. Daniel L. Lindsey, "in Nn 90M nn Cope Dyn Apa An's poExhibit “A” Legal Description FEE PARCEL: Beginning at the intersection of the north line of Section 4, Township 16 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 47 degrees 42'-28" West, 492,99 feet; (2) along a curve concave to the southeast (Radius 3429.82 feet) a chord of South 43 degrees, 3818" West, 479.30 feet; thence North 50 degrees 22-59" West, 79.57 feet; thence North 78 degrees O1'- 04" West, 191.20 feet; thence along a curve concave to the southeast (Radius 225.00 feet) a chord of South 72 degrees 1849" West, 222.74 feet; thence South 42 degrees 3843" West, 57.14 feet; thence North 70 degrees 01'-33" West, 320.19 feet to the east right of way of Fairground Road (Row varies); thence along the east right of way of said Fairground Road the following five (5) courses: (1) North 03 degrees 361-42" East, 199.94 feet; (2) along a curve concave to the cast (Radius 3565.11 feet) a chord of North 06 degrees 09'-12" East, 316.20 feet; (3) North 08 degrees 41'-42" East, 53.60 feet; (4) along a curve concave to the west (Radius 1937.82 feet) a chord of North 03 degrees S0'-12" East, 328.24 feet; (5) North 00 degrees 55'-43" West, 2351.79 feet to the south right of way of CSX Railroad (100' Row); thence along the south right of way of said CSX Railroad, South 78 degrees 45'-00" East, 1838.75 feet; thence South 00 degrees 52'-40" East, 647.52 feet; thence South 14 degrees 08-28" West, 452.28 feet; thence South 11 degrees 17-16" West, 449.42 feet; thence South 08 degrees 31'-26" West, 400.00 feet; thence South 02 degrees 26-27" East, 212.50 feet to the west right of way of said Federal Drive; thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 47 degrees 42'- 28" West, 245.90 feet; (2) North 88 degrees 52'-41" East, 74.45 feet to the point of beginning. Said tract lying and being in Section 4, Township 16 North, Range 18 East and Section 33, Township 17 North, Range 18 East, Montgomery County, Alabama and containing 111.43 acres, more or less. EASEMENT PARCEL: TOGETHER WITH a non-exclusive 50” ingress/egress easement described as follows: Commencing at the intersection of the south line of Section 33 Township 17 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the ‘west right of way of said Federal Drive the following two (2) courses: (1) South 88 degrees 5241" West, 7445 feet; (2) North 47 degrees 42-28" East, 245.90 feet; thence North 02 degrees 261-27" West, 212.50, foet; thence North 08 degrees 31'-26" East, 400,00 feet; thence North 11 degrees 17-16" East, 449.42 feet; thence North 14 degrees 08-28" East, 452.28 feet; thence North 00 degrees 52'-40" West, 604.72 feet to the POINT OF BEGINNING of the centerline of a 50 feet wide ingress and egress easement being, located within 25 feet on each side of the following described centerline; thence from said point of beginning, South 78 degrees 45'-00" East, 703.70 feet to the west right of way of Coliseum Boulevard (80° row) and the point of terminus of said centerline. Said tract lying and being in Section 33, Township 17 North, Range 18 East, Montgomery County, ‘Alabama and containing 0.81 acres, more or less. ‘The above legal descriptions are based upon a Survey prepared by Martin T. Blethen, Ala. Reg. No. 14728, dated August 29, 2019.**EXEMPT FROM TAXES, FEES AND RECORDING COSTS PURSUANT TO. SECTION 11-99-14 OF THE CODE OF ALABAMA (1975), AS AMENDED.** CERTIFICATE OF OF MONTGOMERY EXPOSITION COOPERATIVE DISTRICT (CORPORATION TO THE HONORABLE JU: ALABAMA: GE OF PROBATE OF MONTGOMERY COUNTY, The undersigned persons, desiring to incorporate and organize a nonprofit public corporation as a cooperative district under the provisions of Chapter 99B of Title 11 of the Code of Alabama, 1975, (Sections 11-99B-1 et seq.), as amended (the “Act”), with all of the rights, powers and privileges of a public corporation organized thereunder and under the Constitution and laws of the State of Alabama, does hereby make and file this Certificate of Incorporation, as required by the provisions of the Act, and does hereby certify as follows: ARTICLE I NAME; PRINCIPAL OFFICE The name of the corporation shall be the “Montgomery Exposition Cooperative District” (hereinafter referred to as the “District”). The location of the principal office of the District shall be 103 North Perry Street, Room 200, Montgomery, Alabama 36104. ARTICLE IL PURPOSES. ‘The District is organized for the following purposes and objects: (A) _ toacquire from the State of Alabama and the instrumentali the State of Alabama, the Project Site (as herein defined); and . boards and agencies of (B) _ toengage in any and all other purposes and activities that a cooperative district under the Act may engage including, but not limited to, acquiring, constructing, improving, and developing projects (as defined in the Act) and real and personal property related thereto.ARTICLE IL POWERS. As a means of accomplishing the purposes of the District, the District shall have and may exercise the following powers, which are in addition to the general powers provided by the laws of the State of Alabama to the extent not prohibited or in conflict with the Act: (1) _ To have succession by its corporate name for the duration of time, subject to the provisions of Section 11-99B-15, specified in its Certificate of Incorporation, as amended; Q) To sue and to be sued in its own name in civil actions, and to defend civil actions against it; provided, that the District shall be deemed to be a "governmental entity” as defined in Chapter 93 of Title 11 of the Code of Alabama (1975), as amended, for the purposes of limiting the damages for which the District and its members may be liable; (3) To adopt and make use of a corporate seal and to alter the same at pleasure; (4) Toadopt and alter bylaws for the regulation and conduet of its affairs and business; (5) To acquire, receive, and take, by purchase, gift, lease, devise, or otherwise, and to hold property of every description, whether located in one or more counties or municipalities; (6) To make, enter into, and execute such licenses, contracts, agreements, leases, and other instruments and to take such other actions as may be necessary or convenient to accomplish any purpose for which the District is organized or to exercise any power expressly granted hereunder or under the Act: (7). Toplan, establish, develop, acquire, purchase, lease, construct, reconstruct, enlarge, improve, maintain, equip, and operate a project or projects or any part or combination of any thereof, whether located in one or more counties or municipalities, and to acquire franchises and easements deemed necessary or desirable in connection therewith; (8) To sell and issue bonds of the District in order to provide funds for any corporate funetion, use, or purpose, any such bonds to be payable solely out of the revenues derived from any project or projects of the District, or pursuant to any guarantees by any of its members; (9) Toassume obligations secured by a lien on or payable out of or secured by a pledge of the revenues of any project or any part of any thereof that may be acquired by the District, any obligation so assumed to be payable by the District solely out of the revenues derived from the operation of any project or any thereof of the District;(10) To pledge for the payment of any bonds issued or obligations assumed by the District any revenues from which those bonds or obligations are made payable as provided in the Act; (11) To execute and deliver trust indentures in accordance with the provisions of the Act; (12) To exercise the power of eminent domain in the manner provided in and subject to the provisions of Title 18 of the Code of Alabama (1975), as amended; provided, that this power shall not be deemed to authorize the District to acquire, without the consent of the owner or owners thereof, any property or interests therein at the time dedicated to public use; (13) Toappoint, employ, contract with, and provide for the compensation of such officers, employees, and agents, including, but without limitation to, engineers, attomeys, accountants, architects, management consultants, and fiscal advisers as the business of the District may require; (14) To make and enforce reasonable rules and regulations governing the use of any project owned or controlled by the District; (15) To provide for such insurance as its Board of Directors may deem advisable; (16) To invest any funds of the District that its Board of Directors may determine are not presently needed in the operation of its properties in any investment which may be made by any ofits members; (17) To cooperate with the United States of America, any agency or instrumentality thereof, the state, any county, municipality, or other political subdivision of the state and any public corporation and to make such contracts with them or any of them, as the Board of Directors may deem advisable to accomplish the purpose for which the District was established; (18) Tosell and convey any of its properties that may have become obsolete or worn out or that may no longer be needed or useful as a part of any project of the District; (19) To sell and convey, with or without valuable consideration, any of its projects or any portion thereof to any one or more counties, municipalities, or public corporations which have the corporate power to operate the project or portions thereof so conveyed and the property and income of which are not subject to taxation; provided, that any such sale and conveyance may be made only with the consent of each member of the District, any such consent to be evidenced by a resolution adopted by the governing body of each such member and only if any such conveyance would not constitute a breach of any then outstanding trust indenture or other agreement to which the District is a party (20) To enter into a management agreement or agreements with any person for the management by the District of any project or any part thereof upon such terms and conditions as may be mutually agreeable;(21) To fix and revise from time to time reasonable rentals, licenses, rates, fees, and other charges for the use of any project or portion thereof, owned or operated by the District, and to collect all charges made by it; (22) To require any user of any of its projects or any part thereof to make a reasonable deposit with the District in advance to insure the payment of rentals, licenses, rates, fees or charges, or costs of repair to any damage to the project and to be subject to the application to the payment thereof if and when delinquent; and (23) Any and all powers incidental to any of the foregoing purposes or necessary to the discharge thereof. ARTICLE IV DURATION ‘The District shall have perpetual existence subject to the provisions of Section 11-99B-15 of the Act. ARTICLE V INITIAL REGISTERED OFFICE AND AGENT. The location and street address of the initial registered office shall be 103 North Perry Street, Room 200, Montgomery, Alabama 36104, and the initial registered agent at such address shall be Charles W. Jinright. ARTICLE VI PROJECTS ‘The initial project proposed to be acquired or constructed by the District consists of the acquisition of the Garrett Coliseum facility and improvements, consisting of approximately 112 acres, more or less, of real property described in Exhibit “A” attached hereto and such other additional real property adjacent or nearby thereto and related easements and all fixtures, improvements and equipment located thereon (“Project Site”), which property is located at 1 Federal Drive, bordered on the south by Federal Drive, on the west by Fairground Road, on the east by Coliseum Boulevard, and on the north by CSX Railroad Right-of-Way (“Project Site”). The District may acquire or construct such other project or projects (as defined in the Act) that the Board of Directors of the District may approve or authorize which are located within the corporate limits of the City of Montgomery, Alabama.ARTICLE VIL MEMBERS The District shall have one member: City of Montgomery (“City”) 103 N. Perry Street Montgomery, Alabama 36104 This sole member is the name of the authorizing subdivision as required under Section 11- 99B-4(b)(3) of the Act. The City, through action of the City Council (“City Council”), adopted its authorizing resolution to incorporate the District on November __, 2019. A certified copy of the authorizing resolution is attached as Exhibit “B” hereto. ARTICLE VIL BOARD OF DIRECTORS The business and affairs of the District shall be conducted by a Board of Directors. There shall not be less than three (3) directors and no more than nine (9). The initial Board of Directors of the District shall consist of the five (5) natural persons, who shall consist of the City's Mayor, the President and President Pro Tem of the City Council when selected and elected by the City Council and two other individuals to be elected by the City Council, and will serve for the term as set forth in the Act subject to Bylaws and the ability to be re-elected. The City, through action of its governing body, shall be entitled to select and elect the successor members to serve on the Board of Directors of the District upon expiration of a term or to fill a vacancy. ARTICLE IX OFFICERS ‘The Board of Directors, by majority vote, and in the manner provided in the Bylaws, shall elect officers for the District to include a Chairman, a Vice Chairman and a Secretary. The terms of office and duties of the officers shall be as provided in the Bylaws. The Board of Directors may, from time to time, establish and provide for other officers and prescribe their duties. ARTICLE X BYLAWS ‘The Board of Directors may adopt Bylaws not inconsistent with this Certificate of Incorporation or the Act for the regulation and management of the aflairs of the District. The Bylaws may be amended, modified or repealed from time to time by majority vote of the Board of Directors.ARTICLE XI AMENDMENT OF CERTIFICATE OF INCORPORATION The Certificate of Incorporation may be amended at any time only in accordance with the procedure set forth in the Act. ARTICLE XII DISTRIBUTION OF ASSETS UPON DISSOLUTION Inthe event of the dissolution of this District, after the payment, satisfaction and discharge of all ofits liabilities and obligations (or after making adequate provision therefor), all of the Distriet’s remaining assets and property of every nature and description whatsoever shall be distributed to the City ARTICLE XIIL STATEMENT OF APPLICATION The Application for Approval and Authorization to Incorporate Montgomery Exposition Cooperative District attached as Exhibit “C” hereto is identical to the application filed with the authorizing subdivision under Section 11-99B-3, as required by Section 11-99B-4(b)(9) of the Act. ARTICLE XIV, INCORPORATORS ‘The names and mailing addresses of the incorporators are as follows: Christopher S. Simmons Jeffrey W. Blitz P.O. Box 270 P.O. Box 270 Montgomery, Alabama 36101-0270 Montgomery, Alabama 36101-0270 Daniel L. Lindsey, Jr. P.O. Box 270 Montgomery, Alabama 36101-0270 The incorporator’s authority is limited to the powers to execute and deliver this Certificate of Incorporation for filing with the office of the Judge of Probate of Montgomery County, Alabama, for the purpose of incorporating this District. In no event shall any incorporator be liable for any act, activity, or occurrence of the District or for any action or inaction by any director relating thereto. Each incorporator does hereby state severally as to themselves only that each is a duly qualified elector of the County, the governing body of which the Application was filed, as required by Section 11-99B-3(a)(5) of the Act.ARTICLE XV MISCELLANEOUS Attached hereto as Exhibit “D” is the certificate of the Secretary of State required by Section 11-99B-4(d) stating that the name proposed for the District is not identical to that of any other corporation organized under the laws of the State of Alabama or so nearly similar thereto as to lead to confusion and uncertainty. [EXECUTION TO FOLLOW ON NEXT FOLLOWING PAGE]IN WITNESS WHEREOF, the undersigned individuals as incorporators and following due authorization have hereunto subscribed their signatures to this Certificate of Incorporation of Montgomery Exposition Cooperative District on this the of November, 2019. Daniel L. Lindsey, Jr. Incorporator Jeffrey W. Blitz Incorporator a Incorporator STATE OF ALABAMA ) MONTGOMERY COUNTY ) I, the undersigned authority, a Notary Public in and for said State and County, hereby certify that Daniel L. Lindsey, Jr., whose name is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of this instrument, he, executed the same voluntarily on the day the same bears date. GIVEN under my hand and seal this the _ day of November, 2019. L) Notary Public My Commission Expires:STATE OF ALABAMA ) MONTGOMERY COUNTY ) 1, the undersigned authority, a Notary Public in and for said State and County, hereby certify that Jeffrey W. Blitz, whose name is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of this instrument, he, executed the same voluntarily on the day the same bears date. GIVEN under my hand and seal this the day of November, 2019. (SEAL) Notary Public My Commission Expires: STATE OF ALABAMA ) MONTGOMERY COUNTY ) I, the undersigned authority, a Notary Public in and for said State and County, hereby certify that Christopher S. Simmons, whose name is signed to the foregoing instrument, and who is known. to me, acknowledged before me on this day that, being informed of the contents of this instrument, he, executed the same voluntarily on the day the same bears date. GIVEN under my hand and seal this the day of November, 2019. (SEAL) Notary Public My Commission Expires: — _ ‘This Instrument Prepared By: Christopher S. Simmons Rushton, Stakely, Johnston & Garrett, P.A. 184 Commerce Street (36104) Post Office Box 270 Montgomery, Alabama 36101-0270 Phone: (334) 206-3100 Fax: (334) 262-6277EXHIBIT “A” Legal Deseription FEE PARCEL’ Beginning at the intersection of the north line of Section 4, Township 16 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies): thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 47 degrees 42-28" West, 492.99 feet; (2) along, curve concave to the southeast (Radius 3429.82 feet) a chord of South 43 degrees 38'-18" West, 479.30 feet; thence North 50 degrees 22'-59" West, 79.57 feet; thence North 78 degrees 01-04" West, 191.20 feet; thence along a curve concave to the southeast (Radius 225.00 feet) a chord of South 72 degrees 18-49" West, 222.74 feet; thence South 42 degrees 38-43" West, 57.14 feet; thence North 70 degrees 01'-33" West, 320.19 feet to the east right of way of Fairground Road (Row varies); thence along the east right of way of said Fairground Road the following five (5) courses: (1) North 03 degrees 36'-42" East, 199.94 feet; (2) along a curve concave to the east (Radius 3565.1 | feet) a chord of North 06 degrees 09'-12" East, 316.20 feet; (3) North 08 degrees 41'-42" East, 53.60 feet; (4) along a curve concave to the west (Radius 1937.82 feet) a chord of North 03 degrees 50'-12" Fast, 328.24 feet; (5) North 00 degrees $5'-43” West, 2351.79 feet to the south right of way of CSX Railroad (100' Row); thence along the south right of way of said CSX Railroad, South 78 degrees 45'-00" East, 1838.75 feet; thence South 00 degrees 52-40" East, 647.52 feet; thence South 14 degrees 08'-28" West, 452.28 feet; thence South 11 degrees 17'-16" West, 449.42 feet; thence South 08 degrees 31'-26" West, 400.00 feet; thence South 02 degrees 26-27" East, 212.50 feet to the west right of way of said Federal Drive; thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 47 degrees 42-28" ‘West, 245.90 feet; (2) North 88 degrees 52'-41" East, 74.45 feet to the point of beginning, Said tract lying and being in Section 4, Township 16 North, Range 18 East and Section 33, Township 17 North, Range 18 East, Montgomery County, Alabama and containing approximately 111.43 acres, more or less. EASEMENT PARCE! ‘TOGETHER WITH a non-exclusive 50” ingress/egress easement described as follows: Commencing at the intersection of the south line of Section 33 Township 17 North, Range 18 East, Montgomery County, Alabama and the west right of way of Federal Drive (Row varies); thence along the west right of way of said Federal Drive the following two (2) courses: (1) South 88 degrees 52'-41" West, 74.45 feet; (2) North 47 degrees 42'-28" Fast, 245.90 feet; thence North 02 degrees 26'-27" West, 212.50 feet; thence ‘North 08 degrees 31'-26" East, 400-00 feet; thence North 1 degrees 17-16" East, 449.42 feet; thence North |4 degrees 08'-28" East, 452.28 feet; thence North 00 degrees 52-40" West, 604.72 feet to the POINT OF BEGINNING of the centerline of a 50 feet wide ingress and egress easement being located within 25 feet on each side ofthe following described centerline; thence from said point of beginning, South 78 degrees 45°00" East, 703.70 feet to the west right of way of Coliseum Boulevard (80 row) and the point of terminus of said centertine Said tract lying and being in Section 33, Township 17 North, Range 18 East, Montgomery County, Alabama and containing 0.81 acres, more or less. The above legal descriptions are based upon a Survey prepared by Martin T. Blethen, Ala. Reg. No. 14728, dated August 29, 2019.EXHIBIT “B” Authorizing Resolutions [To be Attached Following Adoption.]EXHIBIT “C” Application See Attached.EXHIBIT “D” of State Name Certificate See Attached.BYLAWS. OF THE MONTGOMERY EXPOSITION COOPERATIVE DISTRICT ARTICLE 1 NAME The name of the corporation is the “Montgomery Exposition Cooperative District” (sometimes referred to hereinafter as the “Corporation”). ARTICLE Il OFFICES ‘The principal office of the Corporation shall be as set forth in the Corporation’s Certificate of Incorporation, as amended. The Corporation may also maintain additional offices at such other places as the Board of Directors may from time to time designate. ARTICLE IIL MEMBERS ‘The Corporation shall have such members as set forth in its Certificate of Incorporation, as amended, ARTICLE IV BOARD OF DIRECTORS §4.1 General Powers. The business and affairs of the Corporation shall be managed by a Board of Directors, and the Board of Directors of the Corporation shall exercise all powers not otherwise delegated by law, the Articles of Incorporation or these Bylaws. §4.2 Number and Qualifications. The initial number of directors of the Corporation shall be five (5). The number of directors may be increased or decreased by amendment to the Corporation’s Certificate of Incorporation; provided, however, that in no event shall any decrease in the authorized number of directors be effective except upon the expiration of a term. Subject to selection and election by the City Council for the City of Montgomery, the Directors shall consist of the Mayor of the City of Montgomery, the President of City Council, the President Pro Tem of the City and two other individuals selected by the City Council. $4.3 Term of Office. Except for Directors who are serving as such in a representative capacity, Directors shall serve for four-year terms as are set forth in Chapter 99B of Title 11 of the Code of Alabama (1975), as amended (“Act”). A director who serves on the Board of Directors by virtue of his or her representative capacity shall cease to be a director in such capacity effective as of ce. The resignation, death, cessation of representative capacity or removal of a director does not constitute the expiration of a term but does create a vacancy.$4.4 Resignation, Removal, and Vacancies. Any director may resign by giving written notice to the Board of Directors or to the Chairman of the Corporation. Any vacaney in the authorized number of directors whether occurring by reason of resignation, removal, or death, shall be filled by approval of the governing body of the City of Montgomery. Any vacancy created by cessation of representative capacity of a director shall be filled by the successor in that representative capacity without further action at 12:01 a.m. (Montgomery, Alabama time) on the day following the date such vacancy was created or, if later, 12:01 a.m. (Montgomery, Alabama time) on the day following the date such successor in the representative capacity takes office. A director may be removed only as permitted by the Act. §4.5 No Regular Meetings of the Board of Directors. ‘There shall be no regular meetings of the Board of Directors, $4.6 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called at any time by the Chairman or by any two (2) members of the Board. ‘Special meetings of the Board of Directors shall be held at the principal office of the Corporation, or at such other place as the Board of Directors may select. Notice of any special meeting of the Board of Directors shall be given in writing, personally, or by mail, to each director not less than three (3) days before such meeting and notice of the special meeting shall also be provided in accordance with the Open Meetings Act (Act No, 2005-40), as amended. The notice shall state the place, day, hour and the purpose or purposes for which the meeting is called. If notice of a special meeting is mailed, it shall be deemed to have been given when deposited in the United States mail, addressed to the director at his or her last known post office address. §4.7 Quorum and Manner of Acting, A majority of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If a quorum is present at the meeting, the act of a majority of the directors present at that ‘meeting shall constitute the act of the Board, except in cases where the vote of a greater number is required by law, the Articles of Incorporation or by these Bylaws. §4.8 Voting, Each director shall, at ever matter subject to vote. meeting, be entitled to one (1) vote on each §4.9 Compensation. Directors shall serve without compensation. ARTICLE V OFFICERS §5.1 Number. The officers of the Corporation shall be a Chairman, Vice Chairman, and a Secretary. In addition, there may be such other officers as may be designated, from time to time, by the Board of Directors, in accordance with these Bylaws. Any two (2) positions, except those of Chairman and Secretary, may be held by the same individual§5.2 Election and Term of Office. The officers of the Corporation shall be elected by a majority vote of the Board of Directors at any regular or special meeting of the Board of Directors. The officers (other than Secretary) are required to be selected from among the members of the Board of Directors. Each such elected officer shall hold office for a period of one (1) year and until his or her successor shall be duly elected and qualified. Election or appointment of an officer, employee or agent of the Corporation shall not of itself create contract rights between any appointee and the Corporation. Nothing in these Bylaws may be construed to create any contract rights, written or implied, including, but not limited to, the term of office, compensation or benefits for any officer, employee or agent. §5.3 Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors or to the Chairman. Such resignation shall take effect at the time specified therein, or if no time is so specified, upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. $5.4 Removal. The Board of Directors may, by majority vote, remove any officer from office, with or without cause. $5.5. Vacancies. A vacancy in any office shall be filled by a majority vote of the Board of Directors at any regular or special meeting §5.6 The Chairman. The Chairman shall serve as Chief Executive Officer and oversee the conduct of the Corporation’s business and affairs. The Chairman may sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts and other instruments, except in cases where such signing, execution or delivery thereof shall be expressly otherwise delegated by the Board of Directors, by these Bylaws or by law. In general, the Chairman shall perform all duties incident to the office of Chairman and such other duties that may from time to time be assigned to the Chairman by these Bylaws or by the Board of Directors. § 5.7. The Vice Chairman. ‘The Vice Chairman shall perform such duties and exercise such powers as from time to time may be assigned to him by these Bylaws, the Board of Directors or the Chairman, In the event of the temporary absence or disability of the Chairman, the Vice Chairman shall perform all of the duties of the Chairman, §5.8 The Secretary. The Secretary shall keep an accurate record of the minutes of meetings of the Board. The Secretary shall be custodian of the seal of the Corporation and shall affix the seal to all such documents as may be required. ‘The Secretary shall give notice of all meetings of the directors in accordance with the provisions of these Bylaws, and shall keep copies of these Bylaws available for inspection by the Board. In general, the Secretary shall perform all duties cident to the office of Secretary and such other duties as may from time to time be assigned to the Secretary by these Bylaws, the Board of Directors or the President. ‘The Board of Directors may appoint by resolution from time to time one or more persons to serve as assistant secretaries to serve when the Secretary is unable or unavailable to act. PeCompensation, Officers shall serve without compensation, ARTICLE VI FUNDS OF THE CORPORATION §6.1. Depositing of Funds. All funds of the Corporation shall be dep depository or depositories as may be designated by the Board of Directors. Such deposits shall be made in the name of the Corporation, $6.2 Signing of Checks, Drafts, Orders for Payment. All checks, drafts and other orders for the payment of money shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. §6.3 Surplus Funds or Assets upon Dissolution. The Corporation shall not operate for profit. In the event of the dissolution of the Corporation, all assets on hand shall be distributed in accordance with the terms of the Certificate of Incorporation of the Corporation. ARTICLE VII SEAL ‘The seal of the Corporation shall be circular in form, shall bear its name in the margin thereof, and shall indicate the date of incorporation and the state of incorporation. ARTICLE VIII MISCELLANEOUS $8.1 Fiscal Year. The fiscal year of the Corporation shall commence on October Ist and end on the following September 30th, §8.2 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors and any committees having any of the authority of the Board of Directors. The Corporation shall keep at its principal office a record of the names and addresses of its directors and officers. All books and records of the Corporation may be inspected by any director or officer, or his or her agent or attomney, for any proper purpose at any reasonable time. §8.3 Indemnification of Officers, Directors, Employees, Ete. No director shall be liable to anyone for any acts of neglect or default on the part of any one or more of the other directors, or any employees, officers or agents of the Corporation, in the absence of specific knowledge on the part of such director of such neglect or default, Except to the extent prohibited by then applicable law, the Corporation shall reimburse, indemnify and hold harmless and may insure each present and future director, officer and employee, committee member or agent of the Corporation from and against all liabilities, costs and expenses which may be imposed upon or reasonably incurred by him 4or her, including reasonable settlement payments, in connection with any claim, action, suit or proceeding (or threats thereof) made or instituted in which he or she may be involved or be made a party by reason of his or her being or having been a director, officer, committee member or employee of the Corporation, or by reason of any action alleged to have been taken or omitted by him or her in such capacity, if, and only if, a disinterested majority of the Board of Directors of the Corporation (or, ifa majority of the members of the Board of Directors are not disinterested, then independent legal counsel) determines, in good faith, that such person (a) was acting in good faith within what he or she reasonably believed to be the scope of his or her employment or authority and for a purpose which he or she reasonably believed to be in the best interests of the Corporation, and (b) was not derelict in the performance of his or her duties. The right of indemnification provided in this section shall inure to each person referred to in this section, and in the event of his or her death shall extend to his or her legal representatives. The right of indemnification provided in this section shall not be exclusive of any other rights to which any such person, or any other individual, may be entitled as a matter of law or under any agreement, any vote of the directors, or otherwise. Directors, officers, employees, committee members and agents of the Corporation shall be accorded all rights of indemnification that are authorized for business corporations under sections 10-2B-8.50 through 10-2B-8.58 of the Code of Alabama, 1975. §84 Amendments. These Bylaws may be amended by a majority vote of the Board of Directors at any meeting thereof. 1 , do hereby certify that I am the Secretary of the Montgomery Exposition Cooperative District and that the foregoing Bylaws were duly presented to and considered by the Board of Directors of the Corporation and adopted as and for the Bylaws of such Corporation. IN WITNESS WHEREOF, I have hereunto set my hand this. day of. 2019. iof Nemo 0 Menoney apt Capea Da SB) oe