Section 11-97-6

Board of directors of corporation; election; terms of office; vacancies; qualifications; expenses; impeachment.

(a) Each corporation shall be governed by a board of directors. All powers of the corporation shall be exercised by the board or pursuant to its authorization. The board shall consist of three directors who shall be elected by the governing body of the determining subdivision for staggered terms as hereinafter provided. The governing body of the determining subdivision shall specify for which term each director is elected. The initial term of office of one director shall begin immediately upon his election and shall end at 12:01 o'clock, A.M., on January 1 of the first succeeding odd-numbered calendar year following his election. The initial term of office of another director shall begin immediately upon his election and shall end at 12:01 o'clock, A.M., on January 1 of the second succeeding odd-numbered calendar year following his election. The initial term of the remaining director shall begin immediately upon his election and shall end at 12:01 o'clock, A.M., on January 1 of the third succeeding odd-numbered calendar year following his election. Thereafter, the term of office of each such director shall be six years. If at any time there should be a vacancy on the board, a successor director to serve for the unexpired term applicable to such vacancy shall be elected by the governing body of the determining subdivision. If the term of office being served by any director shall expire prior to the election of such director for a new term or prior to the election of his successor by the governing body of the determining subdivision, such director shall continue to serve until his successor is elected and qualified, and if such director is elected for a new term after the expiration of the immediately preceding term which he has been serving, his new term of office shall be deemed to have commenced as of the expiration of such immediately preceding term.

(b) Any officer of the determining subdivision shall be eligible for appointment and may serve as a member of the board for the term for which he is appointed or during his tenure as an officer of the determining subdivision, whichever expires first, but he shall not receive a fee for his services; provided, however, that at no time shall the board consist of more than one officer of the determining subdivision. Each director must be a duly qualified elector of the determining subdivision. Directors shall be eligible for reelection. Each director shall be reimbursed for expenses actually incurred by him in and about the performance of his duties. No director shall vote on or participate in the discussion or consideration of any matter coming before the board in which he, his immediate family or any business enterprise with which he is associated has any direct or indirect pecuniary interest; provided, however, that when any such matter is brought before the board, any director having an interest therein which may be in conflict with his obligations as a director shall immediately make a complete disclosure to the board of any direct or indirect pecuniary interest he may have in such matter prior to removing himself and withdrawing from the board's deliberations and vote on the matter presented.

(c) A majority of the directors shall constitute a quorum for the transaction of business. No vacancy in the membership of the board or the voluntary disqualification or abstention of any member thereof shall impair the right of a quorum to exercise all of the powers and duties of the corporation.

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

(e) All proceedings of the board shall be reduced to writing by the secretary of the corporation and maintained in the permanent records of the corporation. Copies of such proceedings, when certified by the secretary of the corporation under the seal of the corporation, shall be received in all courts as evidence of the matters therein certified.

(Acts 1984, No. 84-314, p. 695, §6.)