(a) The authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, as most recently amended. All powers of the authority shall be exercised by the board or pursuant to its authorization. The directors shall be residents of the municipality (except, that any director required to be elected from among persons nominated by the county commission need not be a resident of the municipality, but must be a resident of the county) and shall be elected by the governing body for staggered terms of office. In order to accomplish this purpose, the governing body shall, at the time of the election of the first board, divide the board into three groups containing as near equal whole numbers as possible. The first term of board members included in the first group shall be two years, the first term of the board members included in the second group shall be four years and the first term of the board members included in the third group shall be six years. Upon the expiration of the initial term of each director, each subsequent term shall be six years.

(b) In the event of any increase in the number of members of the board, the new members shall be elected by the governing body for terms as follows:

(1) If the number of board members added is three or more, they shall be divided into three groups containing as near equal whole numbers as possible; and the first term of the new board members included in the first group shall be two years, the first term of the new board members included in the second group shall be four years, the first term of the new board members included in the third group shall be six years, and thereafter the term of each such board member shall be six years;

(2) If the number of board members added is two, the first term of one of such new board members shall be two years, the first term of the other shall be four years, and thereafter the term of each such board member shall be six years; and

(3) If only one board member is added, his first term shall be two years, and thereafter the term of such board member shall be six years.

(c) If any director resigns, dies, becomes incapable of acting as a director or ceases to reside in the municipality, the governing body shall elect a successor to serve for the unexpired portion of this term of office. If, at the expiration of the term of office of any board member, a successor thereto shall not have been elected, then the board member whose term of office shall have expired shall continue to hold office until his successor shall be so elected.

(d) The governing body of any city having a population of not less than 32,000 and not more than 33,500, according to the last or any succeeding federal decennial census, may, in its discretion, by a resolution duly adopted and recorded in its minutes, divest itself of the authority to appoint the members of the board and vest the appointing authority in the board of directors, which said divestiture, once made, shall continue regardless of subsequent change in the population of such city. One certified copy of such resolution shall be filed in the Office of the Secretary of State, one shall be filed with the State Board of Health and one shall be recorded in the office of the judge of probate. In the event such resolution is so adopted and recorded, the board of directors shall become a self-perpetuating board and shall thereafter fill all vacancies occurring in its membership in the same manner as the city governing body fills vacancies.

(e) Directors shall be eligible to succeed themselves in office, whether the board is self-perpetuating or not. No director shall be an officer of the state or of the municipality or of the county. A majority of the members of the board shall constitute a quorum for the transaction of business. 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 members of the board and the officers of the authority shall serve without compensation; except, that they may be reimbursed for actual expenses incurred in and about the performance of their duties. All resolutions adopted by the board shall constitute actions of the authority, and all proceedings of the board shall be reduced to writing and signed by the secretary of the authority, and shall be recorded in a well-bound book. Copies of such proceedings, when certified by the secretary of the authority, under the seal of the authority, shall be received in all courts as prima facie evidence of the matters and things therein certified.