Section 11-86A-9

Powers of authority vested in board of directors; officers and directors of authority; proceedings of board of directors to be reduced to writing and signed by two directors; admissibility of evidence of proceedings of board of directors; adoption of bylaws; notice of meetings; attendance at meetings; qualifications.

(a) All powers of an authority shall be vested in its board of directors.

(b) The initial board of directors of an authority shall be specified in the articles, or as provided in Section 11-86A-6.

(c) Each authority shall be composed of a chair, vice chair, secretary, and treasurer elected by the board of directors. The offices of secretary and treasurer may be held by the same person. A majority of the directors shall constitute a quorum for the transaction of business. The officers and directors shall serve for the terms provided for in the articles. A director may not receive any salary for service rendered or for any duty performed as a director. The chair, vice chair, secretary, and treasurer shall perform the duties customarily performed by the officers and as may be prescribed by the board of directors.

(d) All proceedings by the board of directors shall be in writing by the secretary of the authority and signed by at least two directors of the authority present at the proceedings. 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.

(e) A board of directors may adopt bylaws not inconsistent with this chapter.

(f) Notice of any meeting of the members of the board of directors shall be as provided in the bylaws or as determined by the chair of the board of directors. Notice of any meeting may be waived by any director before, at, or after the meeting and may be communicated by letter, telegraph, telex, telecopy, or similar means. Attendance at any meeting for any purpose other than to protest the holding of the meeting shall constitute a waiver of notice.

(g) The board of directors may act by a written consent, signed by all directors, which consent shall have the same effect as unanimous action taken at a duly held meeting of the board of directors, a quorum being present.

(h) The board of directors may create one or more committees and may appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. A committee may exercise the authority of the board of directors as specified by the board of directors, or in the articles or bylaws, but may not amend the articles or adopt, amend, or repeal bylaws.

(i) A director shall be a resident of the county of incorporation. If a director ceases to be a resident of the county of incorporation, he or she shall cease to be a director, and the position shall remain vacant until a successor is appointed in accordance with the articles and this chapter.

(Act 2000-106, p. 129, §9.)