Section 4-3-5

Board of directors of authority.

Each authority shall be governed by a board of directors of three or more members, selected as provided herein. If the sole authorizing subdivision is a county, the governing body of said county shall elect all members, the number of such members to be set out in the certificate of incorporation of said authority. In all other cases, one member shall be elected by the governing body of each authorizing subdivision, one member shall be elected by the governing body of the county in which is located the principal office of the authority specified in the certificate of incorporation, if such county is not an authorizing subdivision, and one additional member shall be agreed to and elected by the governing bodies of all the authorizing subdivisions and the governing body of said county in which is located the principal office of the authority specified in the certificate of incorporation. Each member 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 said additional member need only be a resident of the county in which is located the principal office of the authority specified in the certificate of incorporation. In the event of a vacancy which continues for more than 30 days in the office of the said additional member to be elected by all the governing bodies, then and in such event the Governor of Alabama shall, upon the request of any one of such governing bodies, appoint the said additional member; provided, however, that in the case of any authority incorporated in a county having not less than 300,000 inhabitants and not more than 600,000 inhabitants, according to the last or any succeeding federal decennial census, the members of the board of directors shall be of such number and each shall be elected by such governing body or governing bodies of the authorizing subdivisions and of the said county, if it is not an authorizing subdivision, and for such term of office as shall be specified in its certificate of incorporation or an amendment thereof. If the airport, heliport or aircraft landing area owned or operated by or under the jurisdiction of the authority is located in a county or counties other than the county which is, or in which is located, an authorizing subdivision, one additional member of said board shall be elected by the governing body of the county in which more than 50 percent of the land used for such airport, heliport or aircraft landing area is located, such member to be a resident of such county. If such principal airport, heliport or aircraft landing area owned or operated by or under the jurisdiction of the authority is located in more than one county, then the governing body of any county in which less than 50 percent of such landing area is located may elect one member of the board of directors of such authority if the certificate of incorporation as filed or amended shall so provide, such member to be a resident of such county. No officer of the state or any county, city or town therein shall, while holding such office, be eligible to serve as a director; provided, however, that any officer of an authorizing subdivision shall be eligible to serve as a member of the board of directors of an authority incorporated in a county having not less than 300,000 inhabitants and not more than 600,000 inhabitants, according to the last or any succeeding federal decennial census, for the duration of any term on the board of directors which he was elected to fill or for the duration of his tenure as an officer of such authorizing subdivision, whichever terminates first, but he shall not receive any compensation for his services as a director; provided further, that at no time shall more than one officer of any particular authorizing subdivision serve as a member of the said board of directors. The term of office of each director shall be set out in the certificate of incorporation of said authority, and such terms shall be staggered as set out in the certificate of incorporation, or in such certificate as amended, so that the term of at least one director shall expire each year. If any director resigns, dies or becomes incapable or ineligible to act as a director, a successor to serve the unexpired portion of his term shall be elected in the manner prescribed hereinabove by the governing body which elected the director whose unexpired term he is filling or, in the case of the additional member, by all the governing bodies by whom such additional member is provided in this section to be elected (and failing such election for a period of more than 30 days, shall be appointed by the Governor, upon the request of any such governing body). Directors shall be eligible for reelection.

A majority of the members of the board of directors 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 of directors shall impair the right of a quorum to exercise all the powers and duties of the authority. The board of directors shall hold regular meetings on the second Tuesday in each month and at such other times as may be provided in the bylaws of the authority, and such board may hold other meetings at any time and from time to time; provided, that upon call of the chairman of the authority or any two directors, a special meeting of the board must be held. Any matter on which the board of directors is authorized to act may be acted upon at any regular, special or called meeting. At the request of any director, the vote on any question before the board shall be taken by yeas and nays and entered upon the record. All proceedings of the board shall be reduced to writing by the secretary of the authority, recorded in a well-bound book and open to each director and to the public at all times. Copies of such proceedings, when certified by the secretary of the authority under its seal, shall be received in all courts as evidence of the matters and things therein certified. Each director shall be reimbursed for expenses actually incurred by him in and about the performance of his duties. If the certificate of incorporation so provides, each director shall also be compensated by the authority in an amount not to exceed $20.00 per month, at a rate authorized by the board and by the certificate but not to exceed $10.00 for each board meeting attended by him. Any director of the authority may be impeached and removed from office in the same manner and on the same grounds provided by Section 175 of the Constitution of Alabama and the general laws of the state for impeachment and removal of the officers mentioned in said Section 175.

(Acts 1963, No. 265, p. 696, §5; Acts 1971, No. 2251, p. 3614, §1; Acts 1977, No. 720, p. 1262.)