§11-92A-9. Board of directors.

(a) The board of directors of an authority shall be as specified in the articles, or as provided in Sections 11-92A-5 and 11-92A-6, provided that each county within the authorized operational area of an authority shall be represented by at least three directors.

(b) Each authority shall have a chairman, vice-chairman, secretary, and treasurer, to be elected by the board of directors. The offices of secretary and treasurer may, but need not, be held by the same person. A majority of the directors shall constitute a quorum for the transaction of business. The officers and directors shall serve for the terms provided for in the articles. No director shall draw any salary for any service rendered or for any duty performed as director. The duties of the chairman, vice-chairman, secretary, and treasurer shall be such as are customarily performed by such officers and as may be prescribed by the board of directors from time to time.

(c) All proceedings had and done by the board of directors shall be reduced to writing by the secretary of the authority and shall be signed by at least two directors of the authority present at the proceedings. 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) A board of directors may adopt bylaws making provision for its actions not inconsistent with this chapter.

(e) Notice of any meeting of the members of the board of directors shall be as provided in the bylaws or, if the bylaws make no provision for such notice, then as determined in the discretion of the chairman of the board of directors. Notice of any meeting may be waived by any director before, at, or after the meeting and may be communicated by letter, telegraph, telex, telecopy, or similar means. Attendance at any meeting for any purpose other than to protest the holding of the meeting shall constitute waiver of notice.

(f) The board of directors may act by a written consent, signed by all directors, which consent shall have the same effect as unanimous action taken at a duly held meeting of the board of directors, a quorum being present. Directors may also meet by telephone conference or may attend a meeting by any two-way telephonic communication system or the like.

(g) Directors must be residents of a county within the authorized operational area of the authority. If any director ceases to be a resident of a county within the authorized operational area of the authority, such person shall cease to be a director, and such position shall remain vacant until a successor is appointed in accordance with the articles and this chapter. If any director ceases to be a resident of the county from which such director was appointed and becomes a resident of another county within the authorized operational area of the authority, such person shall cease to be a director, and such position shall remain vacant until a successor is appointed in accordance with the articles and this chapter, provided that any such person disqualified under the provisions of this sentence may be reappointed to the board of directors of the authority, if otherwise qualified.

(Acts 1989, No. 89-404, p. 802, §9; Act 99-350, p. 513, §6.)