AL Code § 37-13-5 (2021)
2021 Code of Alabama|Title 37 - Public Utilities and Public Transportation.|Chapter 13 - Incorporation of Railroad Authorities as Public Corporations.|Section 37-13-5 - Board of Directors of Authority.

Section 37-13-5Board of directors of authority. Each authority shall be governed by a board of directors composed of the number of directors provided in its certificate of incorporation, all of whom shall be selected in accordance with the provisions of this section. If there is to be only one authorizing subdivision (whether a county, city or town), the governing body of the authorizing subdivision shall elect all the directors. If there is to be more than one authorizing subdivision, the respective governing bodies of the authorizing subdivisions shall each elect the same number of directors; and one additional director shall be elected jointly by the governing bodies of all the authorizing subdivisions. Each director shall be a resident of the authorizing subdivision by whose governing body he was elected, except that the said additional director need only be a resident of the county in which is located the principal office of the authority, as specified in its certificate of incorporation. In the event of a vacancy which continues for more than 30 days in the office of the said additional director, then and in such event the Governor of Alabama shall, upon the request of the governing body of any authority subdivision, appoint the said additional director. No officer of the state or any county, city or town therein shall, while holding such office, be eligible to serve as a director. If any director resigns, dies or becomes incapable or ineligible to act as a director, a successor to serve the unexpired portion of his term shall be elected in the manner prescribed hereinabove by the governing body of the authorizing subdivision which elected the director whose unexpired term he is filling or, in the case of the said additional director, by all such governing bodies. Failing such election for a period of more than 30 days, such successor shall, upon the request of the governing body of any authorizing subdivision, be appointed by the governor of the state. Directors shall be eligible for re-election. A majority of the directors shall constitute a quorum 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 to exercise all the powers and duties of the authority. The board shall hold regular meetings on the second Tuesday in each month and at such other times as may be provided in the bylaws of the authority; and the board may hold other meetings at any time and from time to time, provided that upon call of the chairman of the authority or any two directors, 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. 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 reasonable 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. Directors shall receive no compensation for their services as directors; however, each director may be reimbursed for expenses actually incurred by him in and about the performance of his duties. Any director 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. (Acts 1984, No. 84-179, p. 256, §5.)