Alabama § 11-50-525 - Board of Directors.

§ 11-50-525. Board of Directors.

The government of the corporation shall be vested in the board, which may by resolution exercise or provide for the exercise of all the powers of the corporation. The board shall be composed of one director from each municipality located in the power district having a population of 1,000 or more inhabitants according to the last or any future federal census, whose election shall be certified to the corporation by the clerk of such municipality as hereinafter provided. The governing body of each such municipality having such population may elect a director from such municipality. The election of each such director shall be certified to the corporation by the clerk of the municipality whose governing body shall make such election, as and when any such election shall be so made. The directors so certified shall constitute the board, and a majority thereof at any time existing shall constitute a quorum of the board for the transaction of business. The directors shall elect a chairman from their number. The board may adopt all bylaws it may deem advisable respecting its organization and meetings and the management of the affairs of the corporation. Each director shall hold office for one year from the date of his election and thereafter until his successor shall be elected, and he may succeed himself, but he may be removed at any time without cause by the governing body by whom he was elected. Should any director die while serving as such, or should his term of office expire or should he resign or be removed therefrom, he shall be succeeded for his unexpired term by a successor elected by the governing body of the same municipality. Each director must be a resident of and an elector and property owner in the municipality by whose governing body he was elected, but no director shall be an elective officer of such municipality. Each director of the corporation shall receive compensation from the corporation for his services as director at the rate of $10.00 for each day he shall attend meetings of the board or for each day he shall be engaged upon business of the corporation, not to exceed in the aggregate the sum of $500.00 in any one year, and he shall also be entitled to be reimbursed for actual and necessary expenses incurred by him in the performance of his duties. All proceedings had and done by the board shall be transcribed by the secretary of the corporation and retained in a substantially bound book. Copies of such proceedings, when certified by the secretary of the corporation under the seal of the corporation, shall be received in all courts as prima facie evidence of the matters and things therein certified.