§4-2A-5. Members of authority; terms of appointment; board of directors; quorum; meetings; proceedings of board, reimbursement; impeachment; officers; State Treasurer as custodian of funds.

(a) The applicants named in the application and their respective successors in office shall constitute nine of the eleven members of the authority. The eleventh member of the authority and his or her successors in office shall be appointed by the appointing county official of the county in which the authority's major airport is located, provided that if the authority's major airport is located in more than one county, the appointing county official of each county in which any part of said airport is located shall alternate or rotate making such appointment. In such event, the appointing county official of the county containing the largest number of square feet of said airport shall make the appointment for the initial term, the official of the county containing the next largest number of square feet shall make the appointment for the next term and so on with the order of such appointments being determined by the number of square feet of said airport located in each county. The appointing county official of the county shall be the probate judge unless he is not a member of the governing body of the county, in which event the chairman of the governing body shall be the appointing county official. The authority's major airport shall be the airport owned, operated, or controlled by the authority which has a published instrument approach procedure or facilities for an instrument approach procedure, and if the authority owns, operates, or controls more than one airport which has a published instrument approach procedure or facilities therefor, then the one thereof which has the longest runway shall be the authority's major airport. For purposes of this subsection, an airport will be considered as having facilities for an instrument approach procedure and such runways, will be considered as being owned, operated, or controlled by the authority and will be considered as being located in a county, if and when such facilities or runways, such ownership, operation, or control and such location are shown or reflected on the airport's master plan or an airport layout plan submitted to the FAA Airport District Office or are reflected in a notice or proposal submitted to the FAA. Until such time as the eleventh member of the authority can be appointed as aforesaid, the other members of the authority shall constitute the full membership of the authority.

(b) At the time of the initial appointment by the Governor of three of the individual citizens to incorporate the authority pursuant to Section 4-2A-4, the Governor shall designate one of such persons to serve as a member of the authority for an initial term of two years, one to serve an initial term of four years, and one to serve an initial term of six years. Thereafter, each succeeding appointment of a member of the authority by the Governor shall be for a term of six years. The persons appointed by the Lieutenant Governor and the Speaker of the House of Representatives to be two of the individual citizens to incorporate the authority pursuant to Section 4-2A-4 shall serve as members of the authority for an initial term of six years. Thereafter, each succeeding appointment of a member of the authority by the Lieutenant Governor or the Speaker of the House of Representatives shall also be for a term of six years. The member selected by the Mayor of the City of Birmingham to be one of the individual citizens to incorporate the authority pursuant to Section 4-2A-4 shall serve as a member of the authority for an initial term of four years. Thereafter, each succeeding selection of a member of the authority by the Mayor of the City of Birmingham shall be for a term of six years. The member of the Board of Directors of the Mobile Airport Authority selected by the Mayor of the City of Mobile to be one of the individual citizens to incorporate the authority pursuant to Section 4-2A-4 shall serve as a member of the authority for an initial term of three years. Thereafter, each succeeding selection of a member of the authority by the Mayor of the City of Mobile from the Board of Directors of the Mobile Airport Authority shall be for a term of four years. The member of the Board of Directors of the Montgomery Airport Authority selected by the Mayor of the City of Montgomery to be one of the individual citizens to incorporate the authority pursuant to Section 4-2A-4 shall serve as a member of the authority for an initial term of two years. Thereafter, each succeeding selection of a member of the authority by the Mayor of the City of Montgomery from the Board of Directors of the Montgomery Airport Authority shall be for a term of four years. The member of the Board of Directors of the Huntsville Airport Authority selected by the Mayor of the City of Huntsville to be one of the individual citizens to incorporate the authority pursuant to Section 4-2A-4 shall serve as a member of the authority for an initial term of four years. Thereafter, each succeeding selection of a member of the authority by the Mayor of the City of Huntsville from the Board of Directors of the Huntsville Airport Authority shall be for a term of four years. The member of the Board of Directors of the Dothan Airport Authority selected by the Mayor of the City of Dothan to be one of the individual citizens to incorporate the authority pursuant to Section 4-2A-4 shall serve as a member of the authority for an initial term of four years. Thereafter, each succeeding selection of a member of the authority by the Mayor of the City of Dothan from the Board of Directors of the Dothan Airport Authority shall be for a term of four years. The member of the authority appointed by an appointing county official shall serve for an initial term of two years. Thereafter, each succeeding appointment of a member of the authority by an appointing county official shall be for a term of six years.

(c) The members of the authority shall constitute all the members of the board of directors of the authority, which shall be the governing body of the authority. Upon the expiration of the term of office of any member of the authority or in the event any member of the authority ceases to be a member of the authority, by reason of death, resignation, removal of his or her residence from the State of Alabama or for any other reason, then the same officer, official or authority who originally appointed or selected such member shall appoint or select a successor in office to take his or her place as a member of the authority. If at any time the member of the authority selected by the Mayor of the City of Birmingham ceases to be a member of said board, he or she shall also cease to be a member of the authority and the Mayor of the City of Birmingham shall select a successor in office to take his or her place as a member of the authority. If at any time the member of the authority selected from either the Huntsville, Mobile or Montgomery Airport Authorities' Board of Directors ceases to be a member of said board, he or she shall also cease to be a member of the authority and the respective mayor shall select from the members of the respective airport authority board of directors a successor in office to take his or her place as a member of the authority. In the event any member of the authority ceases to be a member of the authority prior to the expiration of his or her term of office, his or her successor in office as a member of the authority shall serve for the unexpired term of such office. If the term of office of any member of the authority shall expire prior to the appointment of his or her successor, such member shall continue to serve until his or her successor is appointed and qualified. The members of the authority shall be eligible to succeed themselves. No member, officer, director or employee of the authority shall be personally liable for any debt, obligation or liability of the authority or the state.

(d) 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 of the board 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 (1) call of the chairman of the authority or any two directors and (2) at least five days written notice to each of the members, 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.

(e) 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.

(f) 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 and approved by the State Treasurer and the Legislative Oversight Committee.

(g) 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 and the general laws of the state for impeachment and removal of the officers mentioned in said Section 175.

(h) The officers of the authority shall consist of a chairman, a vice-chairman, a secretary, a treasurer and such other officers as the board shall deem necessary to accomplish the purposes for which the authority was organized. The chairman and vice-chairman shall be elected by the board from its membership, except that no member presently serving on an existing airport authority or board may be elected to the chairman or vice-chairman position, but neither the secretary, the treasurer nor any of the other officers of the authority need be a member of the board of directors. The chairman and vice-chairman of the authority shall be elected by the board for a term of one year. The State Treasurer shall be the treasurer of the authority. The State Treasurer shall act as custodian of the funds of the authority and shall pay the principal of and the interest and premium (if any) on the bonds of the authority from the sources hereinafter provided. The State Treasurer shall act as paying agent with respect to any series of bonds issued under this chapter. The secretary and the other officers of the authority shall be elected by the board for such term as it deems advisable. The board shall also have the authority to employ all personnel as it deems necessary and to fix the terms and conditions of their employment. 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 in the bylaws or by the board. The duties of any other officer of the authority shall be such as are from time to time prescribed by the board.

(Acts 1991, No. 91-667, p. 1275, §5; Acts 1992, No. 92-443, p. 899, §1.)