§11-62-5. Board of directors.

(a) Every authority shall be governed by a board of directors. All powers of the authority shall be exercised by the board or pursuant to its authorization. The board shall consist of three directors elected in the manner hereinafter prescribed, as soon as may be practicable after the organization of the authority, by the governing body of the determining municipality for staggered terms as follows: The first term of one director shall begin immediately upon his election and shall end at noon on the second Monday of November of the next succeeding odd-numbered calendar year following his election; the first term of another director shall begin immediately upon his election and shall end at noon on the second Monday of November of the second succeeding odd-numbered calendar year following his election; and the first term of the remaining director shall begin immediately upon his election and shall end at noon on the second Monday of November of the third succeeding odd-numbered calendar year following his election. Thereafter, the term of office of each director shall be six years, commencing at noon on the second Monday of November when the term of the immediate predecessor director ended. 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 the determining municipality. Each election of a director subsequent to the selection of the initial directors, 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. If the term of office being served by any director shall expire prior to the election of such director for a new term or prior to the election of his successor by the governing body of the determining municipality, such director shall continue to serve until his successor is elected and qualified, and if such director is elected for a new term after the expiration of the immediately preceding term which he has been serving, his new term of office shall be deemed to have commenced as of the expiration of such immediately preceding term.

(b) 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 must be a qualified elector and the owner of real property in the determining municipality. Directors shall be eligible for reelection. Each director shall serve without compensation, except that he may be reimbursed for expenses actually incurred by him in and about the performance of his duties. No director shall vote on or participate in the discussion or consideration of any matter coming before the board in which he, his immediate family, or any business enterprise with which he is associated has any direct or indirect pecuniary interest; provided, however, that when any such matter is brought before the board, any director having an interest therein which may be in conflict with his obligations as a director shall immediately make a complete disclosure to the board of any direct or indirect pecuniary interest he may have in such matter prior to removing himself and withdrawing from the board's deliberations and vote on the matter presented.

(c) A majority of the directors shall constitute a quorum for the transaction of business. No vacancy in the membership of the board or the voluntary disqualification or abstention of any member thereof shall impair the right of a quorum to exercise all of the powers and duties of the authority.

(d) Any director of an 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, or successor provision thereof, and the general laws of the state for impeachment and removal of the officers mentioned in said Section 175, or successor provisions thereof.

(e) All proceedings of the board shall be reduced to writing by the secretary of the authority and maintained in the permanent records of the authority. 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 evidence of the matters therein certified.

(Acts 1979, No. 79-332, p. 506, §5.)