§41-10-87. Board of directors of corporation - Composition; qualifications, reelection, etc., of members; vacancies; quorum; compensation and expenses of members; reduction to writing, recordation and admissibility in evidence of proceedings of board.

The corporation shall have a board of directors composed of the number of directors provided for in the certificate of incorporation and as otherwise provided in this article. All powers of the corporation shall be exercised by its board or pursuant to its authorization. All directors shall be residents of the county. No director shall be an officer of the state or of the county. If any director resigns, dies, becomes incapable of acting as director or ceases to reside in the county, the governing body shall elect a director to serve for the unexpired term of any director elected by it, and the Governor shall appoint a successor to serve the unexpired term of any director appointed by him. Directors shall be eligible for reelection or reappointment to succeed themselves in office. A majority of the qualified and voting members of the board shall constitute a quorum for the transaction of business. No vacancy in the membership of the board shall impair the right of a quorum to exercise the powers and duties of the corporation. The members of the board and the officers of the corporation shall serve without compensation, except that they may be reimbursed for actual expenses incurred in and about the performance of their duties. All proceedings of the board shall be reduced to writing by the secretary of the corporation and recorded in a well-bound book. 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.

(Acts 1965, 1st Ex. Sess., No. 174, p. 224, §8.)