§ 11-95-6 — Board of Directors of Corporation; Election; Terms of Office; Qualifications; Vacancies; Expenses; Impeachment

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 five directors. One director, the alternating director, shall be elected initially by the governing body of the authorizing municipality and thereafter alternately by the governing bodies of the authorizing county and the authorizing municipality. Two directors shall be elected by the governing body of the authorizing county and two directors shall be elected by the governing body of the authorizing municipality. The initial term of office of the alternating director shall begin immediately upon his election and shall end at 12:01 o’clock, A.M., on the third January 1 following the date of filing of the certificate of incorporation of the corporation. Thereafter, the term of office of the alternating director shall be three years. The initial terms of office of one director elected by the governing body of the authorizing county and one director elected by the governing body of the authorizing municipality shall begin immediately upon their respective elections and shall end at 12:01 o’clock, A.M., on the third January 1 following the date of filing of the certificate of incorporation of the corporation. The initial terms of office of one director elected by the governing body of the authorizing county and one director elected by the governing body of the authorizing municipality shall begin immediately upon their respective elections and shall end at 12:01 o’clock, A.M., on the sixth January 1 following the date of filing of the certificate of incorporation of the corporation. Thereafter, the term of office of each such director, excluding the alternating director, shall be six years. The governing body of each of the authorizing subdivisions shall specify for which term each director it elects is elected. 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 his successor shall be so elected. 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 that one of the authorizing subdivisions that elected the predecessor director. Each election of a director, whether for a full six-year 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.
No officer of the state or of any county or municipality shall, during his tenure as such officer, be eligible to serve as a director. Each director elected by the authorizing county must be, at the time of his election, a duly qualified elector of the authorizing county. Each director elected by the authorizing municipality must be, at the time of his election, a duly qualified elector of the authorizing municipality. The alternating director must also be, at the time of his election, a physician duly licensed to practice medicine in the state. Directors shall be eligible for re-election. 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. 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 and the general laws of the state for impeachment and removal of the officers mentioned in Section 175.

Legislative History

(Acts 1981, No. 81-338, p. 480, §6.)