§41-10-395. Board of directors; composition; actions of the authority; record of proceedings.

(a) The authority shall be governed by a board of directors, constituted as provided for in this section. All powers of the authority shall be exercised by the board or pursuant to its authorization. The directors shall elect officers of the board. The presence of a majority of the members of the board of directors, or their designees, shall constitute a quorum for the transaction of business. No vacancy on the board of directors or the voluntary disqualification or abstention of any director thereof shall impair the right of a quorum of the board of directors to act. Any action which may be taken at a meeting of the directors or committee of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors or all the members of the committee of directors, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with either the probate judge or the Secretary of State.

(b) The number of directors of the authority shall be selected as follows: The Director of Finance, the Secretary of the Alabama Department of Commerce, the Chancellor of the Postsecondary Education Department, and the State Superintendent of Education, each shall be a director, ex-officio. The Speaker of the House shall appoint a member of the House and the Lieutenant Governor shall appoint a member of the Senate. The Governor shall appoint as directors one representative of each of the doctoral-degree-granting public institutions of higher education in the State of Alabama as nominated by the president of each such institution. The Council of Presidents shall select a representative of the remaining four-year universities of this state to serve a four-year term. The Governor shall appoint four representatives from the business sector and two additional members of the board of directors as shall, in his or her judgment, be necessary for the proper and efficient functioning of the authority, so that the representation on the board of directors shall encompass the university, state government, and business sectors of the state.

(c) Directors other than those appointed at the time the authority is initially established, and except for ex-officio directors, shall be selected for four-year terms expiring on August 31 of the respective year. The Governor shall, at his or her discretion, indicate a length of initial term for initial appointees of from one to four years, so that each year the term of one-quarter of the members of the board of directors other than ex-officio directors shall expire. Any vacancy on the board of any director, other than an ex-officio director, shall be filled by appointment by the Governor, Speaker of the House, or Lieutenant Governor, as appropriate, for the remainder of that term. Directors may be reappointed for successive terms. Should any ex-officio director cease to hold such office by reason of death, resignation, expiration of his or her term of office, or for any other reason, then his or her successor in office shall take his or her place as an officer or director of the authority. No officer or director shall draw any salary in addition to that now authorized by law for any service he or she may render or for any duty he or she may perform in connection with the authority.

(d) All resolutions adopted by the board of directors shall constitute actions of the authority, and all proceedings of the board of directors shall be reduced to writing by the secretary and shall be recorded in a substantially bound book and filed in the office of the Director of Finance. Copies of such proceedings, when certified by the secretary under the seal of the authority, shall be received in all courts as prima facie evidence of the matters and things therein certified. The board of directors of the authority shall meet at such times upon such notice as it shall determine or upon call of the chairperson.

(Acts 1989, No. 89-704, p. 1402, §6; Act 2006-184, p. 258, §1.)