§ 11-66A-4 — Board of Directors of Corridor

(a) Each corridor shall be governed by a board of directors that shall exercise, or authorize the exercise of, all powers of the corridor.
(b) The board of each corridor shall consist of the number of directors provided in the certificate of incorporation.
(c) Any natural person may serve on the board of a corridor. All directors with voting powers shall be appointed by the authorizing subdivision of the corridor unless there are two or more authorizing subdivisions for a corridor, in which case a majority of the directors must be appointed by a single authorizing subdivision. A majority of the directors must be natural persons who are residents of an authorizing subdivision, and a minority of the directors may be natural persons who are not residents of any of the authorizing subdivisions; provided, however that any non-resident director must also be approved by the governing body of each authorizing subdivision. In addition, the Alabama Innovation Corporation may appoint a single non-voting member who shall not count towards the establishment of a quorum.
(d) Notwithstanding any other provision of this chapter, board membership shall be inclusive and reflect the racial, gender, geographic, and economic diversity of the authorizing subdivisions of the corridor. Minority business organizations in Alabama shall submit names that they suggest for appointment to the board to the authorizing subdivision.
(e) Each director shall hold a place on the board and shall be appointed for the term of that place by the authorizing subdivision appointing that director, all as provided in the certificate of incorporation. Except as may be otherwise provided in the certificate of incorporation, an officer or employee of any authorizing subdivision shall be eligible for appointment and may serve as a member of the board for the first to expire of the term for which that officer is appointed or the term thereof as an officer of the authorizing subdivision.
(f) Each director may hold a place on the board for successive terms without limit. If at the expiration of any term of office of any director a successor has not been appointed, the director whose term of office expired shall continue to hold office until the successor is appointed by the person or persons having the appointive power for the place of that director. If at any time there is a vacancy on the board, whether by death, resignation, incapacity, disqualification, or otherwise, a successor director to serve for the unexpired term applicable to the vacancy shall be elected or appointed by the authorizing subdivision that appointed the predecessor director, or, in the case of a director appointed by the Alabama Innovation Corporation, by the Alabama Innovation Corporation.
(g) Each director shall serve as such without compensation but shall be reimbursed for expenses actually incurred by the director while conducting his or her official duties.
(h) The board may hold regular and special meetings as the board determines or as provided in the bylaws of the board. Any member of the board, any provision of law to the contrary notwithstanding, may attend and participate in, and constitute part of the quorum for, any regular or special meeting of the board in person or by means of telephone conference, video conference, or similar communications equipment that allows all participants in the meeting to hear each other at the same time; provided, every meeting shall have one physical location available in an authorizing subdivision for individuals wishing to be physically present, and any vote taken at a meeting using the foregoing communication equipment shall be taken by roll call vote that allows each participant to vote individually in a manner audible to all participants. The board may take any action at any regular or special meeting. A majority of the directors present, in person or by electronic or telephonic communications, at a meeting shall constitute a quorum for the exercise of any authority or power of the board. Any meeting of the board may be adjourned by a majority of the directors present or may be adjourned by a single director if the director is the only director present at the meeting. No vacancy in the membership of the board or the voluntary disqualification or abstention of any member of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the board at a regular or special meeting. The secretary of the corridor shall reduce to writing and maintain in a permanent record all proceedings and resolutions of the board. Copies of the proceedings, when certified by the secretary of the corridor, shall be received in all courts as prima facie evidence of the matters and things therein certified.
(i) The determinations set forth in a resolution of the board, including the determination that an activity, facility, or undertaking, or application of funds under control of the board constitutes a “project” or are otherwise in furtherance of the purposes of this chapter, shall be subject to judicial review as provided and limited by law for judicial review of legislative acts and determinations by a subdivision.
(j) If a matter comes before the board with respect to which any director, any related party, including a sibling, spouse, or lineal descendant, or any business enterprise with which the director is associated, has any direct or indirect pecuniary interest, the director shall immediately disclose the interest to the board and remove himself or herself and withdraw from the meeting prior to the consideration, deliberation, and voting on the matter by the board.
(k) The corridor and the incorporators, directors, officers, employees, and agents of the corridor shall have the same limitations on liability as a municipality and its officers, employees, and agents for negligent acts. These limitations shall not apply to subcontractors or independent contractors of the corridor.
(l) Any director may be removed from office in the same manner and on the same grounds provided in the state constitution and the general laws of the state for impeachment and removal of officers.

Legislative History

(Act 2024-308, §4.)