(a) An authority shall have a board of directors in which all of the powers of the authority shall be vested, and which shall consist of five members. Two directors shall be elected by the governing body of the county which is an authorizing subdivision, two directors shall be elected by the governing body of the municipality which is an authorizing subdivision, and one director shall be elected jointly by the governing bodies of both such county and such municipality. The directors shall be so elected that they shall hold office for staggered terms. The first term of office of one of the two directors elected by the governing body of the county shall be for two years and the first term of office of the other director elected by said governing body shall be for four years. The first term of office of one of the two directors elected by the governing body of the municipality shall be for one year and the first term of office of the other director elected by said governing body shall be for three years. The first term of office of the director elected jointly by the governing bodies of the county and the municipality shall be for five years. Thereafter, the term of office of each director shall be five years. If at the expiration of any term of office of any director a successor thereto shall not have been elected, then the director whose term of office shall have expired shall continue to hold office until a successor shall be so elected. Each director elected by the governing body of one of the authorizing subdivisions shall be a resident of the authorizing subdivision by whose governing body he was elected, but the director elected jointly by the governing body of both authorizing subdivisions need only be a resident of the county. If a director resigns, dies, or becomes incapable or ineligible to act as director, a successor to serve the unexpired period of his term shall be elected by the governing body or bodies by which the director whose unexpired term he is to fill was elected. Directors shall be eligible for reelection by the governing body or bodies by which they were initially elected. No director shall be an officer or employee of the state or of an authorizing subdivision.
(b) A majority of the members of the board shall constitute a quorum for the transaction of business, but any meeting of such board may be adjourned from time to time by a majority of the directors present or may be so adjourned by a single director if such director is the only director present at such meeting. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and duties of the authority. Any matter in which the board is authorized to act may be acted upon at a regular, special or called meeting. At the request of any director, the vote on any question before the board shall be taken by ayes and nays entered upon the record. All proceedings of the board shall be reduced to writing by the secretary of the authority and recorded in a well-bound book which shall be open for inspection by each director and the public at all reasonable times. Copies of such proceedings when certified by the secretary of an authority under its seal shall be received in all courts as evidence of the matters and things therein certified. Directors and officers of an authority shall serve without compensation, except that they may be reimbursed for actual expenses incurred in the performance of their duties. Any director may be impeached and removed from office in the manner and on the same grounds provided for in Section 175 of the Constitution of Alabama of 1901, and the general laws of the state for impeachment and removal of officers mentioned in said Section 175. An authority shall make to its authorizing subdivisions an annual report of its activities and of its plans for the future, which report shall include a financial operating statement and balance sheet prepared and certified by the examiner of public accounts for the State of Alabama or by a certified public accountant.