HB 1580: Henry County Airport Authority; current operative provisions; repeal and replace

House Bill 1580 (AS PASSED HOUSE AND SENATE)

By: Representatives Holly of the 116th, Douglas of the 78th, Santos of the 117th, Lewis-Ward of the 115th, and Flournoy of the 74th

A BILL TO BE ENTITLED

AN ACT

To amend an Act creating the Henry County Airport Authority, approved May 3, 2023 (Ga. L. 2023, p. 4389), as amended, so as to repeal and replace all current operative provisions related to such Authority; to provide for such Authority and its membership; to authorize such Authority to acquire, construct, equip, maintain, operate, own and improve airports and landing fields for the use of aircraft, which shall include related buildings, equipment and the usual and convenient facilities appertaining to such undertaking, and to acquire, own and hold a fee simple title to all necessary property therefor, both real and personal, and to lease and sell any and all such facilities, including real property; to confer powers and to impose duties on the Authority; to provide for the membership and for the appointment of members of the Authority and their term of tenure and compensation; to authorize the Authority to contract with others pertaining to airports and landing fields for the use of aircraft and to execute leases of such facilities and to do all things deemed necessary or convenient for the operation of such undertaking; to authorize the issuance of revenue bonds or obligations of the Authority payable from the revenues, tolls, fees, charges and earnings of the Authority; including but not limited to earnings derived from leases and the use of the facilities, and to pay the costs of such undertakings and authorize the collection and pledging of the revenues and earnings of the Authority for the payment of such bonds or obligations or to secure the payment thereof by contract, mortgage, deed to secure debt, security deed note or trust deed and to define the rights of the holders of such bonds and securities; to provide that no liability or debt against Henry County shall be incurred in the exercise of any powers granted by this Act; to make the bonds, securities or obligations of the Authority exempt from taxation; to authorize the issuance of refunding bonds, securities or other obligations; to provide that such bonds, securities or other obligations be validated as authorized by the Article 3 of Chapter 82 of Title 36 of the O.C.G.A, the "Revenue Bond Law" as now or hereafter amended; to authorize the Authority to exercise the power of condemnation; to provide for all matters relative thereto; to provide for related matters; to repeal conflicting laws; and for other purposes.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:

SECTION 1.

An Act creating the Henry County Airport Authority, approved May 3, 2023 (Ga. L. 2023, p. 4389), is amended by replacing Sections 2 through 32 with the following: "SECTION 2.

Henry County Airport Authority

There is hereby created a body corporate and politic to be known as the Henry County Airport Authority, which shall be deemed to be a political subdivision of the State of Georgia and a public corporation by that name, style and title, and said body may contract and be contracted with, sue and be sued, implead and be impleaded, complain and defend in all courts of law and equity, except that the Authority or the trustee acting under the trust indenture herein provided for shall in no event be liable for any torts committed by any of the officers, agents and employees of the Authority. The Authority may exercise, subject to the approval of the governing Authority of Henry County, the powers set out in this Act with respect to any land located within Henry County or land contiguous to Henry County, which is, in either case, owned by Henry County or the Authority and used for airport purposes as provided in this Act. The Authority shall have perpetual existence.

SECTION 3.

Membership

The Authority shall consist of seven members who shall serve without pay, and the county manager of Henry County shall serve as an ex-officio member. The executive director of the Henry County Development Authority shall serve as an ex-officio member. At least five of the seven members of the Authority shall reside in Henry County. One Authority member shall be appointed by the governing Authority of Henry County from one or more nominations made by the representatives in the Henry County delegation. One Authority member shall be appointed by the governing Authority of Henry County from one or more nominations made by the senators in the Henry County delegation. The Henry County legislative delegation shall be composed of all senators and representatives in the General Assembly whose districts are wholly or partially in Henry County. The governing Authority of Henry County shall appoint two Authority members and one ex-officio member, and such appointments shall not require nominations from outside entities. In the event of a tie vote for an appointment to the Authority, the vote of the chairperson of the governing Authority shall be controlling.

SECTION 4.

Meetings

The Authority shall hold their first regular meeting after this Act becomes effective, and the first regular meeting of each year thereafter shall be in July. The Authority shall meet at such times as may be necessary to transact the business coming before it, but not less than quarterly. At its first meeting in July of each year thereafter, the Authority shall elect one of its members as its Chairman and another member as Secretary-Treasurer. Only one person shall hold the office of Secretary-Treasurer. These officers shall be elected for a term ending on June 30th of the year following the year in which they were elected or until their successors are elected and qualified. Four members of the Authority shall constitute a quorum for the transaction of all business coming before it. The members of the Authority shall receive no compensation for their services. They shall be reimbursed, however, for all actual expenses incurred in the performance of their duties.

SECTION 5.

Vacancies in Office

In the event of a vacancy on the Authority by reason of death, resignation or otherwise, the vacancy shall be filled in the same manner in which the member vacating his or her membership was appointed to membership, and the person so appointed shall serve for the remainder of the unexpired term.

SECTION 6.

Definitions

As used in this Act, the following words and terms have the following meanings:

(1) The word 'Authority' shall mean the Henry County Airport Authority as created by the provisions of this Act.

(2) The word 'project' shall be deemed to mean and include the acquisition, construction, equipping, maintenance, improving and operation of public airports and landing fields for the use of aircraft, and related buildings and the usual and convenient facilities appertaining to such undertakings and extensions and improvements of such facilities, acquiring the necessary property, both real and personal, and the lease and sale of any part or all such facilities, including real and personal property so as to assure the efficient and proper development, maintenance and operation of such airports, and landing fields for the use of aircraft, deemed by the Authority to be necessary, convenient or desirable.

(3) The term 'cost of project' shall embrace the cost of construction, the cost of all lands, properties, rights, easements and franchises acquired; the cost of all machinery, equipment, financing charges, and interest prior to and during construction; the cost of engineering, architectural, fiscal and legal expenses; and the cost of plans and specifications, and such other expenses as may be necessary or incident to the financing herein authorized, the construction of any project and improving the same, and the placing of the same in operation. Any obligation or expense incurred for any of the foregoing purposes shall be regarded as a part of the cost of the project and may be paid or reimbursed as such out of any funds of the Authority including the proceeds from any revenue bonds issued under the provisions of this Act for any such project or projects.

(4) The terms 'revenue bonds,' 'bonds,' and 'obligations as used in this Act,' shall mean revenue bonds as defined and provided for in Article 3 of Chapter 82 of Title 36 of the O.C.G.A, the 'Revenue Bond Law,' as now or hereafter amended, and such type of obligations may be issued by the Authority as authorized under said 'Revenue Bond Law' and any amendments thereto, and in addition shall also mean obligations of the Authority the issuance of which are hereinafter authorized in this Act.

(5) Any project shall be deemed self-liquidating, if, in the judgment of the Authority, the revenues and earnings to be derived by the Authority therefrom and all properties used, leased and sold in connection therewith will be sufficient to pay the cost of operating, maintaining and repairing, improving and extending the project and to pay the principal and interest of the revenue bonds which may be issued to finance, in whole or in part, the cost of such project or projects.

SECTION 7.

Powers

The Authority shall have the following powers:

(1) To have a seal and alter the same at pleasure;

(2) To acquire by purchase, lease or otherwise, and to hold, lease and dispose of real and personal property of every kind and character for its corporate purposes;

(3) To acquire in its own name by purchase, gift or otherwise, on such terms and conditions and in such manner as it may deem proper, real property or rights of easements therein or franchise necessary or convenient for its corporate purposes, and to use the same so long as its corporate existence shall continue, and to lease or make contracts with respect to the use of, or disposition of, the same in any manner it deems to be the best advantage of the Authority;

(4) To appoint, select and employ officers, agents and employees including engineering, architectural and construction experts, fiscal agents and attorneys, and fix their respective compensation;

(5) To make contracts, leases and to execute all instruments necessary or convenient, including contracts for construction of projects or lease of projects or contracts with respect to the use of projects which it causes to be erected or acquired, and any and all persons, firms and corporations and any and all political subdivisions, departments, institutions, or agencies of the state are hereby authorized to enter into contracts, leases or agreements with the Authority upon such terms and for such purposes as they may deem advisable. The said Authority is further granted the Authority to make contracts and leases, and to execute all instruments necessary or convenient, with the United States Government or any agency or department thereof concerning the projects of the Authority, subject to the rights and interests of the holder of any of the bonds or obligations authorized to be issued hereunder, and by the resolution or trust indenture of the Authority authorizing the issuance of any of its bonds or obligations as provided in section 21 of this Act;

(6) To construct, erect, acquire, own, repair, remodel, maintain, add to, extend, improve, equip, operate and manage projects, as hereinabove defined, the cost of any such project to be paid in whole or in part from the proceeds of revenue bonds or other funds of the Authority or from such proceeds or other funds and any grant from the United States or any agency or instrumentality thereof;

(7) To accept loans and grants, or to accept loans or grants of money or materials or property of any kind from the United States or any agency, instrumentality or political subdivision thereof or from any other source, upon such terms and conditions as the United States or such agency, instrumentality or other source may impose;

(8) To accept loans and grants, or to accept loans or grants of money or materials or property of any kind from the State of Georgia or any agency, instrumentality or political subdivision thereof or from any other source, upon such terms and conditions as the State of Georgia or such agency, instrumentality or political subdivision or any other source may impose;

(9) To borrow money for any of its corporate purposes, to execute evidences of such indebtedness and to secure the same, and to issue negotiable revenue bonds payable solely from funds pledged for that purpose, and to provide for the payment of the same and for the rights of the holders thereof;

(10) To exercise any powers usually possessed by private corporations performing similar functions, which are not in conflict with the Constitution and laws of this state;

(11) The Authority and the trustee acting under the trust indenture are specifically authorized to sell, lease, grant, exchange or otherwise dispose of any surplus property, both real or personal, or interest therein, not required in the normal operation of the Authority and usable in the furtherance of the purpose for which the Authority was created, except as such right and power may be limited as provided in Section 2 and Section 21 of this Act;

(12) To do all things necessary or convenient to carry out the powers especially given in this Act.

SECTION 8.

Revenue Bonds

The Authority, or any Authority or body which has succeeded, or which may in the future succeed, to the powers, duties and liabilities vested in the Authority created hereby, shall have the power, and is hereby authorized, to provide by resolution for the issuance of negotiable revenue bonds, for the purpose of paying all or any part of the cost as herein defined of any one or more projects. The principal and interest of such revenue bonds shall be payable solely from the special fund herein provided for such payment. The bonds of each issue shall be dated, shall bear interest at such rate or rates as may be authorized by the Authority, shall be payable semiannually, shall mature at such time or times not exceeding 30 years from their date or dates, shall be payable in such medium of payment as to both principal and interest as may be determined by the Authority, and may be made redeemable before maturity at the option of the Authority, at such price or prices and under such terms and conditions as may be fixed by the Authority in the resolution providing for the issuance of the bonds. Such revenue bonds or obligations shall be issued pursuant to, and in conformity with, Article 3 of Chapter 82 of Title 36 of the O.C.G.A, the 'Revenue Bond Law,' as now or hereafter amended. All procedures pertaining to such issuance and the conditions thereof shall be the same as those contained in said Revenue Bond Law and any amendments thereto.

SECTION 9.

Form, Denominations, Registration, Place of Payment

The Authority shall determine the form of the bonds and the place or places of payment of principal thereto, and shall fix the denomination or denominations of the bonds and the place or places of payment of principal and interest thereof, which may be at any bank or trust company within or without the state. The bonds may be issued in coupon or registered form, or both. The Authority may make provisions for the registration of any coupon bond, as to principal alone, or to both the principal and interest.

SECTION 10.

Signatures, Seal

In case any officer whose signature shall appear on any bonds, or whose facsimile signature shall appear on any coupon, shall cease to be such officer before the delivery of such bonds, such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. All such bonds shall be signed by the Chairman of the Authority and attested by the Secretary-Treasurer of the Authority, and the official seal of the Authority shall be affixed thereto. Any coupons attached thereto shall bear the facsimile signatures of the Chairman and Secretary-Treasurer of the Authority. Any bond may be signed, sealed and attested on behalf of the Authority by such persons as shall be duly authorized or hold the proper office, at the actual time of the execution of such bonds, although such persons may not have been so authorized or shall not have held such office on the date of delivery and payment of such bonds.

SECTION 11.

Negotiability. Exemption from Taxation

All revenue bonds issued under the provisions of this Act shall have, and are hereby declared to have, all the qualities and incidents of negotiable instruments under the negotiable instruments law of this state. Such bonds are declared to be issued for an essential public and governmental purpose, and the said bonds, their transfer, and the income thereof shall be exempt from all taxation within this state.

SECTION 12.

Sale Price

The Authority may sell such bonds in such manner and for such price as it may determine to be for the best interest of the Authority, but no such sale shall be made at a price less than par, as provided in Article 3 of Chapter 82 of Title 36 of the O.C.G.A, the 'Revenue Bond Law', unless said 'Revenue Bond Law' be hereafter amended to permit the sale of such bonds at less than par.

SECTION 13.

Proceeds of Bonds

The proceeds of such bonds shall be used solely for the payment of the cost of the project or projects, and unless otherwise provided in the resolution authorizing the issuance of the bonds or in the trust indenture, additional bonds may in like manner be issued to provide the amount of any deficit for the cost of the project or projects, which, unless otherwise provided in the resolution authorizing the issuance of the bonds or in the trust indenture, shall be deemed to be of the same issue and shall be entitled to payment from the same fund without preference or priority of the bonds first issued for the same purposes. If the proceeds of the bonds of any issue shall exceed the amount required for the purpose for which such bonds are issued, the surplus shall be paid into a sinking fund or used for additional construction as may be provided in the resolution authorizing the issuance of the bonds or in the trust indenture.

SECTION 14.

Interim Receipts and Certificates or Temporary Bonds

Prior to the preparation of definitive bonds, the Authority may, under like restrictions, issue interim receipts, interim certificates or temporary bonds, with or without coupons exchangeable for definitive bonds upon the issuance of the latter.

SECTION 15.

Replacement of Lost or Mutilated Bonds

The Authority may also provide for the replacement of any bond which shall become mutilated or be destroyed or lost.

SECTION 16.

Conditions Precedent to Issuance, Object of Issuance

Such revenue bonds may be issued without any other proceedings or the happening of any other conditions or things than those proceedings, conditions and things which are specified or required by this Act. In the discretion of the Authority, revenue bonds of a single issue may be issued for the purpose of any particular project. Any resolution, providing for the issuance of revenue bonds under the provisions of this Act shall become effective immediately upon its passage and need not be published or posted, and any such resolution may be passed at regular, special, or adjourned meeting of the Authority by a majority vote of the quorum as provided in this Act.

SECTION 17.

Credit not Pledged

Revenue bonds issued under the provisions of this Act shall not be deemed to constitute a debt of Henry County. Such bonds shall be payable solely from the fund hereinafter provided for, and the issuance of such revenue bonds shall not directly, indirectly or contingently obligate said county to levy or to pledge any form of taxation whatever therefor or to make any appropriation for the payment of such bonds. All such bonds shall contain recitals on their face substantially covering the foregoing provisions of this section.

SECTION 18.

Trust Indenture as Security

In the discretion of the Authority any issue of such revenue bonds may be secured by a trust indenture by and between the Authority and a corporate trustee, which may be any trust company or bank having the powers of a trust company within or outside of the State. Such trust indenture may pledge or assign fees, tolls, revenues and earnings to be received by the Authority, including the proceeds derived from the sale of any surplus property of the Authority, both real and personal. Either the resolution providing for the issuance of revenue bonds or such trust indenture may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including covenants setting forth the duties of the Authority in relation to the acquisition of property, the construction of the project, the maintenance, operation, repair and insurance of the property, and the custody, safeguarding and application of all monies, including the proceeds derived from the sale of property of the Authority, both real and personal, and may also provide that any project shall be constructed and paid for under the supervision and approval of consulting engineers or architects employed or designated by the Authority, and satisfactory to the original purchasers of the bonds issued therefor and may also require that the security given by contractors and by any depository of the proceeds of the bonds or revenues or other monies be satisfactory to such purchasers, and may also contain provisions concerning the conditions, if any, upon which additional revenue bonds may be issued. It shall be lawful for any bank or trust company incorporated under the laws of this state to act as such depository and to furnish such indemnifying bonds or pledge such securities as may be required by the Authority. Such indenture may set forth the rights and remedies of the bondholders and of the trustee, and may restrict the individual right of action of bondholders as is customary in trust indentures securing bonds and debentures of corporations. In addition to the foregoing, such trust indenture may contain such other provisions as the Authority may deem reasonable and proper for the security of the bondholders. All expense incurred in carrying out such trust indenture may be treated as a part of the cost of maintenance, operation and repair of the project affected by such indenture.

SECTION 19.

To Whom Proceeds of Bonds Shall Be Paid

The Authority shall, in the resolution providing for the issuance of revenue bonds or in the trust indenture, provide for the payment of the proceeds of the sale of the bonds to any officer or person who, or any agency, bank or trust company, which shall act as trustee of such funds and shall hold and apply the same to the purposes hereof, subject to such regulations as this Act and such resolutions or trust indentures may provide.

SECTION 20.

Sinking Funds

The revenues, fees, tolls and earnings derived from any particular project or projects, regardless of whether or not such fees, earnings and revenues were produced by a particular project for which bonds have been issued, and any monies derived from the sale of any properties, both real and personal, of the Authority, unless otherwise pledged and allocated, may be pledged and allocated by the Authority to the payment of the principal and interest on revenue bonds of the Authority as the resolution authorizing the issuance of the bonds or the trust instrument may provide. Such funds so pledged from whatever source received, which said pledge may include funds received from one or more or all sources, shall be set aside at regular intervals, as may be provided in the resolution or trust indenture, into a sinking fund. Said sinking fund shall be pledged to and charged with the payments of:

(1) The interest upon such revenue bonds as such interest shall fall due;

(2) The principal of the bonds as the same shall fall due;

(3) The necessary charges of paying agent or agents for paying interest and principal; and

(4) Any premium upon bonds retired by call or purchase as hereinabove provided. The use and disposition of such sinking fund shall be subject to such regulations as may be provided in the resolution authorizing the issuance of the revenue bonds or in the trust indenture, but, except as may otherwise be provided in such resolution or trust indenture, such sinking fund shall be a fund for the benefit of all revenue bonds without distinction or priority of one over another. Subject to the provisions of the resolution authorizing the issuance of the bonds or in the trust indenture, surplus monies in the sinking fund may be applied to the purchase or redemption of bonds, and any such bonds so purchased or redeemed shall forthwith be cancelled and shall not again be issued.

SECTION 21.

Remedies of Bondholders

Any holder of revenue bonds issued under the provisions of this Act or any of the coupons appertaining thereto, and the trustee under the trust indenture, if any, except to the extent the rights herein given may be restricted by resolution passed before the issuance of the bonds or by the trust indenture, may, either at law or in equity, by suit, action, mandamus, or other proceedings protect and enforce any and all rights under the laws of the State of Georgia or granted hereunder or under such resolution or trust indenture, and may enforce and compel performance of all duties required by this Act or by such resolution or trust indenture, to be performed by the Authority, or any officer thereof, including the fixing, charging and collecting of revenues, fees, tolls and other charges for the use of the facilities and services furnished.

SECTION 22.

Refunding Bonds

The Authority is hereby authorized to provide by resolution for the issuance of revenue refunding bonds issued under the provisions of this Act and then outstanding, together with accrued interest thereon. The issuance of such revenue refunding bonds, the maturities and all other details thereof, the rights of the holders thereof, and the duties of the Authority in respect to the same shall be governed by the foregoing provisions of this Act insofar as the same may be applicable.

SECTION 23.

Validation

Bonds of the Authority shall be confirmed and validated in accordance with the procedures of Article 3 of Chapter 82 of Title 36 of the O.C.G.A, the 'Revenue Bond Law'. The petition for validation shall also make any municipality, county, Authority, subdivision or instrumentality of the State of Georgia or the United States Government or any department or agency of the United States Government, if subject to be sued, which has contracted with the Authority for the services and facilities of the project for which bonds are to be issued and sought to be validated, a party-defendant to such action. Such municipality, county, Authority, subdivision or instrumentality shall be required to show cause, if any, why such contract or contracts and the terms and conditions thereof should not be inquired into by the court and the validity of the terms thereof be determined and the contract or contracts adjudicated as security for the payment of any such bonds of the Authority. The bonds, when validated, and the judgment of validation shall be final and conclusive with respect to such bonds, against the Authority issuing the same, and any municipality, county, Authority, subdivision or instrumentality of the United States Government if a party to the validation proceedings, contracting with the Henry County Airport Authority.

SECTION 24.

Venue and Jurisdiction

Any action to protect or enforce any rights under the provisions of this Act or any suit or action against such Authority shall be brought in the Superior Court of Henry County, Georgia, and any action pertaining to validation of any bonds issued under the provisions of this Act shall likewise be brought in said court, which shall have original jurisdiction of such actions.

SECTION 25.

Interest of Bondholders Protected

While any of the bonds issued by the Authority remain outstanding, the powers, duties or existence of said Authority or of its officers, employees or agents shall not be diminished or impaired in any manner that will adversely affect the interest and rights of the holders of such bonds, and no other entity, department, agency or Authority shall be created which will compete with the Authority to such an extent as to adversely affect the interest and rights of the holders of such bonds, nor will the state itself so compete with the Authority. The provisions of this Act shall be for the benefit of the state, the Authority and the holders of any such bonds, and upon the issuance of bonds under the provisions hereof, shall constitute a contract with the holders of such bonds.

SECTION 26.

Monies Considered Trust Funds

All monies received pursuant to the Authority of this Act, whether as proceeds from the sale of revenue bonds, as grants or other contributions, or as revenues, income, fees and earnings, shall be deemed to be trust funds to be held and applied solely as provided in this Act.

SECTION 27.

Purpose of Authority

Without limiting the generality of any provisions of the Act the general purpose of the Authority is declared to be that of acquiring, constructing, equipping, maintaining, improving and operating airports and landing fields for the use of aircraft, including any related buildings and the usual and convenient facilities appertaining to such undertakings and extensions and improvements of such facilities, acquiring the necessary property therefor, both real and personal, and to lease or sell any or all of such facilities, including real property, and to do any and all things deemed by the Authority to be necessary, convenient or desirable for, and incident to, the efficient and proper development and operation of such types of undertakings.

SECTION 28.

Rates, Charges and Revenues; Use

The Authority is hereby authorized to prescribe, fix and collect rates, fees, tolls and charges, and to revise, from time to time, and collect such rates, fees, tolls and charges for the services, facilities or commodities furnished, including leases, concessions or sub-leases of its lands or facilities, and in anticipation of the collection of the revenues and income of such undertakings or projects.

SECTION 29.

Rules and Regulations for Operation of Projects

It shall be the duty of the Authority to prescribe rules and regulations for the operation of the project or projects constructed under the provisions of this Act, including the basis on which airports and landing fields for the use of aircraft shall be furnished.

SECTION 30.

Powers Declared Supplemental and Additional, Liberal Construction

(a) The foregoing sections of this Act shall be deemed to provide an additional and alternative method for the doing of the things authorized thereby and shall be regarded as supplemental and additional to powers conferred by other laws, and shall not be regarded as in derogation of any powers now existing.

(b) This Act, being for the purpose of promoting the health, morals and general welfare of the citizens of the United States, of the State of Georgia and of Henry County, shall be liberally construed to effect the purposes hereof.

SECTION 31.

Eminent Domain

Through the use and power of eminent domain, the Authority shall have the right, power, privilege and Authority to condemn real property, rights-of-way or easement for the purpose of carrying out the provisions of this Act. Any such condemnation shall be conducted in accordance with the laws of this State.

SECTION 32.

Jurisdiction

All property, the title to which shall vest in said Authority, shall be subject to the jurisdiction of the county wherein such property shall lie."

SECTION 2.

All laws and parts of laws in conflict with this Act are repealed.