This section sets rules for how the board of directors is composed, how directors serve and vacancies are filled, how meetings and votes work, and how directors may be removed.
(a) Except as provided in Section 11-92A-5, the board of directors shall be composed of the number of directors provided for in the articles, appointed as provided in the articles for the terms designated therein. (b) All directors shall serve until their successors are duly appointed or until they cease to be qualified. Vacancies on the board of directors shall be filled as provided for in the articles, but any person appointed to fill a vacancy shall serve only for the unexpired portion of the term. In the event any uncertainty arises as to the terms of office of the directors, the governing body or person authorized to appoint such directors to the board of directors may clarify such term by adoption of an appropriate resolution or by execution of an appropriate certificate, and such term of office shall be as so clarified. (c) A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board of directors 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 perform all the duties of the board. The board shall hold regular meetings at such times as may be provided in the bylaws of the authority, may hold other meetings at any time and from time to time upon such notice as may be required by the bylaws of the authority or, if the bylaws make no provision for such notice, then as determined in the discretion of the chairman of the board of directors, and must, upon call of the chairman of the authority or a majority of the total number of directors, hold a special meeting. 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 resolutions adopted by the board of directors shall constitute actions of the authority. (d) Any director may be impeached and removed from office only in the same manner and on the same grounds provided in Section 175 of the Constitution of Alabama of 1901 and the general laws of the state for impeachment and removal of the officers mentioned in said Section 175.