§ 11-89A-6 — Board of Directors of Authority; Election; Terms of Office; Vacancies; Qualifications; Expenses; Meetings; Notice and Waiver; Resolutions; Impeachment

(a) Each authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, as most recently amended; provided, however, that in the case of any authority in existence and incorporated prior to May 11, 1989, the board shall consist of three directors who shall be elected by the governing body of the determining subdivision for staggered terms in accordance with the provisions of law as it existed immediately prior to the aforesaid effective date unless such authority shall otherwise amend its certificate of incorporation pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised, and the authority shall be governed, by the board or pursuant to its authorization. Subject to the provisions of the first sentence of this subsection (a) and to the provisions of subdivision (8) of subsection (b) of Section 11-89A-4, the board shall consist of directors having such qualifications, being elected or appointed by such person or persons (including, without limitation, the board itself, the governing body or bodies of one or more determining subdivisions or other counties and municipalities, and other entities or organizations) and in such manner, and serving for such terms of office, all as shall be specified in the certificate of incorporation of the authority; provided, however, that no fewer than a majority of the directors shall be elected by the governing body or bodies of one or more of the determining subdivisions and the certificate of incorporation of each authority must contain provisions having this effect. Unless provided to the contrary in the certificate of incorporation of an authority, any officer of any 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 such determining subdivision, whichever expires first.
(b) If, at the expiration of any term of office of any director, a successor thereto shall not have been elected or appointed, then the director whose term of office shall have expired shall continue to hold office until his successor shall be so elected or appointed. If at any time there should be a vacancy on the board, whether by death, resignation, incapacity, disqualification, or otherwise, a successor director to serve for the unexpired term applicable to such vacancy shall be elected or appointed by the person or persons who elected or appointed the predecessor director. Each election or appointment of a director, whether for a full term or to complete an unexpired term, shall be made not earlier than 30 days prior to the date on which such director is to take office as such. Any director, irrespective of by whom elected or appointed, shall be eligible for reelection or reappointment.
(c) Each director shall serve as such without compensation but shall be reimbursed for expenses actually incurred by him in and about the performance of his duties. A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the 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 perform all the duties of the board. The board shall hold regular meetings at such times as may be provided in the bylaws of the authority, may hold other meetings at any time and from time to time upon such notice as may be required by the bylaws of the authority, and must upon call of the chairman of the authority or a majority of the total number of directors, hold a special meeting, none of which meetings shall be subject to the provisions of Section 13A-14-2 or other similar law. Whenever any notice is required by the bylaws of the authority to be given of any meeting of the board, a waiver thereof in writing, signed (whether before or after such meeting) by the person or persons entitled to such notice, shall be the equivalent to the giving of such notice. Any matter on which the board 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 resolutions adopted by the board shall be reduced to writing and signed by the secretary of the authority and shall be recorded in a well-bound book. Copies of such proceedings, when certified by the secretary of the authority, under the seal of the authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.
(d) Any director 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 of 1901 and the general laws of the state for impeachment and removal of the officers mentioned in said Section 175.

Legislative History

(Acts 1980, No. 80-278, p. 368, §7; Acts 1989, No. 89-744, p. 1476, §6.)