(a) Each authority shall have a board of directors composed of the number of directors provided in the articles of incorporation.
(b) All powers of an authority shall be exercised by the board or pursuant to its authorization.
(c) Except for ex-officio directors specified in the articles of incorporation, all directors of an authority shall be elected or appointed by the sponsoring university. The articles of incorporation may provide that specified officers or employees of the sponsoring university shall be ex-officio directors of an authority, so long as a majority of the directors are elected or appointed by the sponsoring university.
(d) The articles of incorporation may provide that a governmental entity, a public corporation, or a nonprofit organization may nominate one or more directors of an authority, provided that the number of directors elected or appointed by the sponsoring university without nomination may never be less than a majority of the directors, and the sponsoring university shall not be required to elect or appoint any such nominee. If the sponsoring university does not elect or appoint a nominee, the nominating entity shall provide an alternate nominee for consideration by the sponsoring university.
(e) The appointed membership of the board of an authority shall be inclusive and reflect the racial, gender, geographic, and economic diversity of the state.
(f) Unless the articles of incorporation provide the method for removing directors, all directors may be removed by the sponsoring university at any time, with or without cause.
(g) If, at the expiration of any term of office of any director, a successor has not been elected or appointed as provided in the articles of incorporation, then the director whose term of office has expired shall continue to hold office until his or her successor is elected or appointed.
(h) Each director shall serve without compensation but may be reimbursed for expenses actually incurred by him or her in connection with the performance of his or her duties.
(i) A majority of directors shall constitute a quorum for the transaction of business of the board, and any meeting of the board may be adjourned from time to time by a majority of the directors present. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the board.
(j) The board shall adopt and maintain bylaws, not inconsistent with the provisions of this chapter or the authority's articles of incorporation, for the regulation and conduct of its affairs and the operation of the authority. The bylaws of the board may provide for such committees as the board deems necessary or desirable, including without limitation an executive committee that is empowered to act on behalf of the board. The bylaws may authorize telephonic or video conference meetings of the board or any committee of the board.
(k) The board shall hold regular meetings at such times as may be provided in the bylaws of the authority, and 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.
(l) All resolutions adopted by the board shall constitute actions of the authority, and all proceedings of the board shall be reduced to writing, shall be signed by the secretary of the authority, and shall be recorded in permanent physical or electronic storage. Copies of the proceedings, when certified by the secretary of an authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.
(m) The composition of the board of directors of an authority shall be presumed valid absent a final determination by a court of competent jurisdiction that the board is not constituted in good faith by the sponsoring university.
Last modified: May 3, 2021