§ 14-175-109 - Board of directors. - Arkansas Statutes

14-175-109. Board of directors.

(a) The corporation shall have a board of directors composed of five (5) to fifteen (15) members, as specified in the corporation's articles of incorporation.

(b) All powers of the corporation shall be exercised by the board or pursuant to its authorization.

(c) (1) (A) The directors shall be residents of the municipality or county creating the corporation and shall be appointed by the mayor of the creating municipality or the county judge of the creating county, subject to confirmation by the governing body of the municipality or county.

(B) The directors shall serve terms not exceeding five (5) years as determined by the governing body of the municipality or county and set in such manner as will result in the expiration of terms on a staggered basis.

(2) Upon the expiration of a director's term, a successor director shall be appointed for a five-year term by the mayor of the creating municipality or the county judge of the creating county, subject to confirmation by the governing body of the municipality or county.

(3) Each director shall serve until his or her successor is elected and qualified.

(4) A director shall be eligible to succeed himself or herself.

(5) In the event of a vacancy in the membership of the board, however caused, a director shall be appointed by the mayor of the creating municipality or the county judge of the creating county, subject to confirmation by the governing body of the municipality or county.

(d) Each director shall qualify by taking and filing with the clerk of the municipality or county creating the corporation the oath of office in which the member shall swear to support the Constitution of the United States and the Constitution of the State of Arkansas and to discharge faithfully his or her duties in the manner provided by law.

(e) A director shall receive no compensation for his or her services but shall be entitled to reimbursement for reasonable and necessary expenses incurred in the performance of his or her duties.

(f) After reasonable notice of and an opportunity to be heard concerning the alleged grounds for removal, the mayor of the municipality or the county judge of the county which created the board may remove any director for misfeasance, malfeasance, or willful neglect of duty.

(g) (1) A majority of the members of the board shall constitute a quorum for the transaction of business.

(2) No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and duties of the corporation.