Section 11-47-217

Boards of directors of authorities.

(a) Each authority shall have 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, and the authority shall be governed by the board or pursuant to its authorization. Subject to the provisions of subdivision (8) of Section 11-47-215, the board shall consist of directors who have the qualifications and are elected or appointed for certain terms of office as shall be specified in the certificate of incorporation of the authority. Notwithstanding the foregoing, if the original directors are appointed by the incorporators, the original directors shall be identified in the proposed form of the certificate of incorporation submitted to the governing body of each of the authorizing subdivisions together with the application for authority to incorporate.

(b) Upon the expiration of any term of office of any director, if a successor thereto has not been elected or appointed, then the director whose term of office has expired shall continue to hold office until his or her successor is elected or appointed. If at any time there should be 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, unless the predecessor director was appointed by the incorporators, in which case the successor thereto shall be appointed by the remaining members of the board who continue to serve as directors following the event that resulted in the vacancy. Each election or appointment of a director, whether for a full term or to complete an unexpired term, shall be made not earlier than 30 days prior to the date on which the director is to take office. 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 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 by a majority of the directors present or may be so adjourned by a single director if the director is the only director present at the meeting. 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 as may be provided in the bylaws of the authority, may hold other meetings at any time upon notice of the meeting being given as required by the bylaws of the authority, and shall, upon call of the chair of the authority 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 and signed by the secretary of the authority and shall be recorded in a well-bound book. Copies of the 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.

All proceedings of the board shall be reduced to writing by the secretary of the authority and recorded in a well-bound book and open to each director and to the public at all times.

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

(e) The officers of an authority shall consist of a chair, a vice-chair, a secretary, a treasurer, and other officers the board deems to be necessary or desirable. The chair and the vice-chair of the authority shall be elected by the board from its membership, but neither the secretary, the treasurer, nor any of the other officers of the authority shall be a director. The offices of secretary and treasurer may, but need not, be held by the same person. The chair and the vice-chair of the authority shall be elected by the board for terms which do not exceed three years, and the secretary, the treasurer, and the other officers of the authority shall be elected by the board for such terms as it deems advisable. The duties of the chair, vice-chair, secretary, and treasurer shall be those which are customarily performed by officers and as may be prescribed by the board. The duties of any other officers of the authority shall be such as are from time to time prescribed by the board.

(Acts 1977, No. 209, p. 276, §8; Acts 1996, No. 96-320, p. 361, §2.)