§ 4-3-45 — Board of Directors of Authority

Each authority shall be governed by a board of directors of either three, five, or seven members as provided in the certificate of incorporation or the bylaws. If the sole authorizing subdivision is a county, the county commission of the county shall elect all directors. If the sole authorizing subdivision is a municipality, the governing body of such municipality shall elect all directors. The directors initially elected shall be elected for terms of office of two, four, and six years, respectively, and their successors shall be elected for terms of six years. If a county and a municipality are both authorizing subdivisions, the governing body of the municipality shall elect one director for an initial term of two years if three directors are to be elected, and one director for an initial term of two years and one director for an initial term of four years if five directors are to be elected, and one for an initial term of two years and one for an initial term of four years and one for an initial term of six years if seven directors are to be elected, the county commission shall elect one director for an initial term of four years if three directors are to be elected, and one director for an initial term of two years and one director for an initial term of four years if five directors are to be elected, and one for an initial term of two years and one for an initial term of four years and one for an initial term of six years if seven directors are to be elected. The governing bodies of the county and the municipality shall agree on the third, fifth, or seventh director, whose term of office shall be for six years. In the event of a vacancy in the office of such third, fifth, or seventh director which continues for more than 30 days, then and in such event the Governor shall, upon the request of any one or more of such authorizing subdivisions, appoint the additional director. The term of office of all directors except those initially elected shall be for a term of six years.
Except in the case of the election of directors for an existing public airport authority reincorporated hereunder, election of directors by the governing body of a municipality shall be on the nomination of the mayor. Except in the case of the election of directors for an existing public airport authority reincorporated hereunder, election of directors by the county commission of a county shall be on the nomination of the judge of probate. If the certificate of incorporation shall so provide, any member of the county commission of a county which is an authorizing subdivision or the governing body of the municipality which is an authorizing subdivision shall be eligible for election as director. If the certificate of incorporation shall so provide, the mayor of the municipality which is the authorizing subdivision or the judge of probate of the county which is an authorizing subdivision or both such mayor and such judge of probate if both a county and a municipality are authorizing subdivisions shall ex officio be entitled to notice of each special or called meeting and to attend all meetings of the board, but shall have no right to vote at any such meeting and shall not be considered in determining a quorum. 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 in this section by the governing body which elected the director whose unexpired term he is filling or, in the case of the additional member, by the governing bodies of both the county and the municipality 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. In the event any director ceases to be a director of the authority prior to the expiration of the term of office, a successor shall serve for the unexpired term of office. If the term of office of any director of an authority expires prior to the appointment of a successor, the director shall continue to serve for so long as necessary until a successor is appointed and qualified. Directors shall be eligible to succeed themselves. No director, officer, or employee of an authority shall be personally liable for any debt, obligation, or liability of the authority.
The current directors of an existing public airport authority reincorporated hereunder shall retain full authority to act during the period between the time such airport authority shall file a certificate of reincorporation and the time the authorizing subdivisions elect all the directors of such airport authority in the manner prescribed in this section.
A majority of the directors shall constitute a quorum of the board 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 duties of the authority. The board shall hold an annual meeting and such other regular meetings as may be provided in the bylaws of the authority, and the board may hold other meetings at any time 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 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. Each director may also be compensated by the authority in an amount authorized by the bylaws. The authorizing subdivision or subdivisions shall have the authority to rescind any increase in compensation authorized by the bylaws, but such action shall be taken within the first 30 days from the date of the action by the authorizing subdivision. Upon notice from the authorizing subdivision or subdivisions, any increase in compensation shall be rescinded, effective with the next compensation payment due to the directors. Following rescission by the authorizing subdivision or subdivisions, the directors’ compensation shall return to the amount of compensation in effect immediately prior to any such increase.
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 of 1901, and the general laws of the state for impeachment and removal of the officers mentioned in Section 175.

Legislative History

(Acts 1977, No. 331, p. 433, §6; Acts 1987, No. 87-778, p. 1528; Acts 1991, No. 91-268, p. 499, §2; Act 2006-558, p. 1283, §1.)