§22-21-175. Board of directors.

(a) The corporation shall have a board of directors in which all powers of the corporation shall be vested. The board of directors shall consist of

(1) Two persons elected by the county commission of the county;

(2) Two persons elected by the governing body of the largest of the member municipalities, according to the federal decennial census next preceding the date of the filing of the certificate of incorporation of the corporation for record;

(3) One person elected by the governing body of each of the other member municipalities;

(4) Two persons, each of whom shall be, at the time of his appointment, a physician licensed to practice the profession of medicine in the county, resident in the county and engaged in the full-time private practice of medicine, elected at a mass meeting of the licensed physicians resident in the county;

(5) Two persons elected or appointed by a majority vote of all the active circuit judges of the judicial circuit in which the county is located or, in the event that there is at the time only one active circuit judge in said circuit, by such judge, and whose names shall be certified to the corporation by instrument in writing signed by the presiding judge of such circuit. One of those initially so elected and appointed by said circuit judge or judges shall be designated an "A" director and the other a "B" director; and

(6) Two persons elected by the central labor council in any county where there is a central labor council located.

Each member of the board of directors must be a duly qualified elector of the county.

(b) The chief executive officer of the county shall, promptly after the certificate of incorporation of the corporation has been filed for record, as well as within a reasonable time prior to the expiration of the term of office of any director elected at a mass meeting of the physicians in the county and as promptly as practicable after the death, resignation or other vacation of office of any such director, cause to be published one time in a newspaper published in the county a notice of call of a meeting of all the licensed physicians resident in the county, for the purpose of electing one or more directors, as appropriate, and shall specify in such notice the place thereof, which shall be a public place located in the county, and the time thereof, which shall be not less than 10 days after the date of such publication. The chief executive officer of the county or his designee shall preside, but shall have no vote, at each such meeting and shall thereafter issue to the corporation a certificate in writing showing the name or names of the director or directors elected thereat. Such election shall be held in such manner as the physicians attending such meeting shall provide, and any such meeting may be held and one or more directors elected thereat if at least one third of the total number of licensed physicians resident in the county are present.

(c) The first term of office of the directors elected by the governing bodies of each of the member municipalities shall expire on May 1 of the calendar year next succeeding the calendar year in which the certificate of incorporation of the corporation was filed for record. The first term of office of the directors elected by the county commission of the county and of the "A" director elected or appointed by the active circuit judge or judges of the county as provided in subsection (a) of this section shall expire on May 1 of the second calendar year next succeeding the calendar year in which the certificate of incorporation of the corporation was filed for record. The first term of office of the directors elected at the mass meeting of all the physicians in the county, of the directors, if any, elected by the central labor council and of the "B" director elected or appointed by the active circuit judge or judges of the county as provided in subsection (a) of this section shall expire on May 1 of the third calendar year next succeeding the calendar year in which the certificate of incorporation of the corporation was filed for record. The term of office of each director elected or appointed thereafter, other than one elected or appointed to fill an unexpired term, shall be three years. Each member of the board of directors shall serve until his successor is elected and shall qualify. If any director dies or resigns or ceases to be a duly qualified elector of the county or becomes incapable or otherwise ineligible to act as a director, a successor to serve for the unexpired period of his term shall be elected or appointed by the electing or appointing authority by whom the deceased, resigning, incapable or ineligible director was elected. Directors shall be eligible to succeed themselves in office. The members of the board of directors shall serve without compensation; except, they may be reimbursed for actual expenses incurred in the performance of their duties as directors.

(d) A majority of the members of the board of directors shall constitute a quorum for the transaction of business, but any meeting of such 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 of directors shall impair the right of a quorum to exercise all the powers and duties of the corporation. The board of directors shall hold regular meetings at such times as may be provided in the bylaws of the corporation, and such board may hold other meetings at any time and from time to time; provided, that upon call of the chairman or a majority of the total number of directors, a special meeting of the board of directors must be held. Whenever any notice is required by this section or by the bylaws of the corporation to be given of any meeting of the board of directors, 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 of directors 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 of directors shall be taken by yeas and nays and entered upon the record. All proceedings of the board of directors shall be reduced to writing by the secretary of the corporation and recorded in an appropriate book or books. Copies of such proceedings, when certified by the secretary of the corporation under its seal, shall be received in all courts as evidence of the matters and things therein certified. All meetings of the board of directors shall be open to the public except as otherwise provided by law. Any member of the board of directors 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 and the general laws of the state for impeachment and removal of officers mentioned in said Section 175.

(Acts 1975, 3rd Ex. Sess., No. 183, p. 442, §6; Acts 1975, 4th Ex. Sess., No. 105, p. 2793, §1.)