Section 11-101A-6

Board of directors.

(a) Each corporation shall be governed by a board of directors composed of the number of directors provided in the certificate of incorporation as most recently amended. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised by the board or pursuant to this authorization. Subject to the provisions of subdivision (8) of subsection (b) of Section 11-101A-4, the board shall consist of directors having those qualifications, being elected or appointed by that person or persons, including, without limitation, the board itself, one or more authorizing subdivisions, or other counties and municipalities, and other entities or organizations and in the manner, and serving for the terms of office, all as shall be specified in the certificate of incorporation of the authority. Notwithstanding the foregoing, no fewer than a majority of the directors shall be elected by the governing body or bodies of one or more of the authorizing subdivisions and the certificate of incorporation of each authority shall contain provisions having this effect. Directors elected or appointed by a municipality shall be nominated by the mayor and confirmed by the governing body of the municipality. Directors elected or appointed by a county shall be nominated by the chair of the county commission and confirmed by the governing body of the county. No elected official may serve as a director.

(b) If, at the expiration of any term of office of any director, a successor has not been elected or appointed, then the director whose term of office has expired shall continue to hold office until a successor has been elected or appointed. If at any time there is a vacancy on the board, whether by death, resignation, incapacity, disqualification, or otherwise, a successor director to serve for the unexpired term applicable to the vacancy shall be elected or appointed by the person or persons who elected or appointed the predecessor director. Any director, irrespective of by whom elected or appointed, shall be eligible for reelection or reappointment.

(c) Each director shall serve without compensation but shall be reimbursed for expenses actually incurred in and about the performance of his or her duties. A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board may be adjourned from time to time by a majority of the directors present. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the board. The board shall hold regular meetings at such times, if any, as may be provided in the bylaws of the authority, may hold other meetings at any time and from time to time upon such notice as may be required by the bylaws of the authority, and shall upon call of the chair of the board, or a majority of the total number of directors, hold a special meeting. Any matter on which the board is authorized to act may be acted upon at any regular, special, or called meeting. At the request of any director, the vote on any question before the board shall be taken by yeas and nays and entered upon the record. All resolutions adopted by the board shall constitute actions of the authority, and all proceedings of the board shall be reduced to writing, signed by the secretary of the authority, and recorded in a well-bound book. Copies of proceedings, when certified by the secretary of the authority, under the seal of the authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.

(d) Any director may be impeached and removed from office in the same manner and on the same grounds provided in Section 175 of the Constitution of Alabama of 1901 and the general laws of the state for impeachment and removal of the officers mentioned in Section 175.

(Act 2001-642, p. 1317, §1.)