Section 11-56-6

Board of directors; record of proceedings of board.

The corporation shall have a board of directors composed of the number of directors provided in the certificate of incorporation. All powers of the corporation shall be exercised by the board or pursuant to its authorization. The directors shall be residents of the municipality and shall be elected by the governing body for staggered terms of office as follows: The first term of one third of the directors shall be two years; of another one third, four years; and of the remaining one third, six years. Thereafter the term of office of each director shall be six years. If any director resigns, dies, becomes incapable of acting as a director or ceases to reside in the municipality, the governing body shall elect a successor to serve for the unexpired period of his term. Directors shall be eligible for reelection by the governing body to succeed themselves in office. No director shall be an officer of the state or the municipality. A majority of the members of the board shall constitute a quorum for the transaction of business. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and duties of the corporation. The members of the board and the officers of the corporation shall serve without compensation, except that they may be reimbursed for actual expenses incurred in and about the performance of their duties.

All proceedings of the board shall be reduced to writing by the secretary of the corporation and recorded in a well-bound book. Copies of such proceedings, when certified by the secretary of the corporation under its seal, shall be received in all courts as evidence of the matters and things therein certified.

(Acts 1955, No. 493, p. 1116, §6.)