Section 11-92B-7

Board of directors.

(a) The authority shall operate under the direction of a board of directors which shall consist of voting members selected as follows:

(1) One member appointed by the Governor.

(2) Five members appointed by the governing body of each municipality whose corporate limits lie in whole or in part within the operational area of the authority.

(3) Five members appointed by the governing body of the county of incorporation.

(b) A vacancy occurring on the board for any reason shall be filled within 30 days of the vacancy by the appointing authority making the initial appointment. If the appointing authority that made the initial appointment does not fill the vacancy within 30 days, the remaining appointing authorities shall make the appointment.

(c) Initial appointments to the board shall be made within 30 days following the effective date of the incorporation. The Governor's initial appointee shall serve a three-year term. Each governing body of a municipality shall designate two of its initial appointees to serve three-year terms, two of its initial appointees to serve two-year terms, and one initial appointee to serve a one-year term. The governing body of the county of incorporation shall designate two of its initial appointees to serve three-year terms, two initial appointees to serve two-year terms, and one initial appointee to serve a one-year term. Thereafter, each successor board member shall serve a term of three years. Each board member shall serve until a successor is appointed, qualified, and assumes office, or until the board member ceases to serve as a director pursuant to subsection (h). All successor appointments shall be made by the appointing authority entitled to make the initial appointment. A board member may be reappointed at the end of his or her term.

(d) Each director shall fulfill all of the following requirements:

(1) Reside within the county of incorporation or within the corporate limits of any municipality whose corporate limits lie in whole or in part within the county of incorporation.

(2) Not hold any elective office.

(3) Be a duly qualified elector of the county of incorporation or the municipality in which he or she resides.

(e) The first organizational meeting of the board shall be held within 14 days following the initial appointment of all of the directors. At the organizational meeting, the board shall elect officers from among its members, including a chair, vice chair, treasurer, secretary, and such other officers as the board deems necessary or desirable. The board may prescribe in its bylaws the terms, powers, and duties of the officers. At the initial meeting the board shall determine its meeting schedule. Board members shall serve without compensation and shall be entitled to expense reimbursement only upon prior approval of a majority of the board. The board may approve reimbursement only of the actual, reasonable, and necessary expenses incurred in the performance of duties.

(f) A majority of the members of the board shall constitute a quorum for the transaction of business. The members may act only upon a majority vote of the members making up the quorum. If a quorum is present when a meeting is convened and the subsequent withdrawal of members during the meeting leaves less than a quorum, the remaining members present may not take action except to continue the meeting for the purpose of engaging in debate and discussion and to adjourn the meeting by a vote of the majority of the remaining members present.

(g) The board or any committee thereof may meet by telephone conference or other electronic means to the extent allowed by law and the bylaws of the authority.

(h) A member of the board shall cease to be a member immediately upon the occurrence of any of the following:

(1) If, for any reason, other than an illness which is documented in writing to the authority by a physician, the board member is absent for more than 25 percent of the scheduled board meetings in any consecutive 12-month period. The board member shall cease to be a member on the last day of the month following the month in which he or she missed more than 25 percent of the scheduled board meetings, except for illness as described above.

(2) The board member is found guilty by a court of competent jurisdiction of willful or wanton misconduct or fraud in connection with the discharge of his or her duties, intentional civil or criminal fraud, or the board member is convicted of a felony.

(3) The board member ceases to reside within the county of incorporation or within the corporate limits of any municipality whose corporate limits lie in whole or in part within the county of incorporation.

(4) The board member is elected to any public office.

(5) The board member ceases to be a qualified elector of the county of incorporation or the municipality in which he or she resides on the date of the appointment.

(i) Any vacancy on the board occurring pursuant to subsection (h) shall be filled as provided in subsection (b).

(Act 2009-337, p. 569, §7.)