(a)(1) The port authority shall be governed by a board of directors, consisting of eight appointed members and one ex officio member.

a. The Governor shall appoint eight members subject to confirmation by the Senate as follows:

b. Two members from the southern region of this state consisting of the following counties: Baldwin, Choctaw, Clarke, Conecuh, Dallas, Escambia, Hale, Marengo, Mobile, Monroe, Perry, Washington, and Wilcox.

c. Two members from the central region of this state consisting of the following counties: Autauga, Barbour, Bullock, Butler, Chambers, Chilton, Coffee, Coosa, Covington, Crenshaw, Dale, Elmore, Geneva, Henry, Houston, Lee, Lowndes, Macon, Montgomery, Pike, Russell, Randolph, Tallapoosa, and Tuscaloosa.

d. Two members from the northern region of this state consisting of the following counties: Winston, Clay, Cullman, Cleburne, Colbert, Pickens, Shelby, St. Clair, Sumter, Talladega, Etowah, Walker, Morgan, Marion, Marshall, Lawrence, Limestone, Madison, Jackson, Jefferson, Lamar, Lauderdale, Fayette, Franklin, Bibb, Blount, Calhoun, DeKalb, Cherokee, and Greene.

e. Two members from the state at-large.

(2) The Mayor of Mobile and the President of the Mobile County Commission each shall serve in alternate years as an ex officio member of the board, with the mayor serving in the first year.

(3) The Governor shall designate a member of the board as chair who shall serve at the pleasure of the Governor.

(b)(1) The Governor initially shall appoint two members to hold office for three years, three members to hold office for four years, and three members to hold office for five years. The terms of members appointed after the initial appointments shall be for five years. Members shall serve until their successors are appointed. No person may serve more than two consecutive terms. The members and their successors shall have substantial business management experience at the executive level, except that one member and his or her successor shall represent labor. No member of the board shall be an employee of the port authority at the time of and after his or her appointment. Notwithstanding any other provision of law, up to three members may be engaged in any material business dealing indirectly with the port authority. No member of the board shall act on any matter that affects directly his or her other business or personal interests. The membership of the board shall be inclusive and shall reflect the racial, gender, geographic, urban/rural, and economic diversity of the state.

(2) Appointments made when the Legislature is not in session shall be effective ad interim. An appointment made by the Governor when the Legislature is in session shall be submitted to the Senate not later than the third legislative day following the date of the appointment. An appointment made when the Legislature is not in session shall be submitted to the Senate not later than the third legislative day following the reconvening of the Legislature after the appointment.

(c) When the initial members have been appointed, the board shall meet to organize itself, to elect such officers, other than the chair, as it deems appropriate, and to transact any necessary business. This organizational meeting shall not be considered a regular meeting of the board.

(d) The board shall meet monthly on the call of the chair, who shall designate the time and place. The chair also may call special meetings. A quorum of the board for any regular or special meeting shall consist of not less than five members. At least two meetings per year shall be held outside the metropolitan Mobile area in a place selected by the chair. Board members shall be given at least 10 days' notice of regular meetings and five days' notice of special meetings, except that, if, in the judgement of the chair, urgent business so requires, the chair may give such shorter notice of a meeting as is practicable. Members of the board or any committee thereof may participate in meetings of the board or such committees by telephone conference or similar communications equipment through which all persons participating in the meeting can hear each other at the same time, and such participation by the members shall constitute presence at a meeting for all purposes. The director of the port authority shall give notice of any meeting to the media as the board and the director together consider appropriate under the circumstances.

(e) The appointed members of the board shall receive a fee consistent with the fee paid to the members of boards of directors in similar private industries and similar-sized ports in the United States. The board may establish a fixed periodic fee in an amount which from time to time may be adjusted by the board, or may specify the basis upon which the fee will be paid, including, but not limited to, participation in board and committee meetings, participating in business or other conferences for the port authority, or otherwise providing service to the port authority. Each member also shall be reimbursed for actual and necessary expenses incurred while attending meetings of the board, traveling to or from such meetings, or conducting any other activities on behalf of the port authority, including, but not limited to, all expenses for travel and other activities while outside the state. All appointed members shall be entitled to such fee, and all members shall be entitled to reimbursement on such basis, from the time of taking office, including those members taking office prior to December 20, 2001.

(f) Board members shall be bound by the State Ethics Act. To the extent not provided for in the State Ethics Act, in this chapter, or in other applicable law, fiduciary obligations of the members of the board shall be governed by applicable Alabama law governing the fiduciary obligations of directors of corporations.

(g) The board's duties shall be as follows:

(1) Appoint the director, fix the terms and conditions of his or her employment including salary and tenure in office, and be responsible for the efficient discharge of his or her duties. The board shall fix the salary of the director at any reasonable amount giving due consideration to the salaries of comparable positions in other states and in private industry. The director shall not be a participant in the classified service of the state under the Merit System Act, but may be entitled to the other benefits afforded other state employees, including, but not limited to, retirement, sick and annual leave, and insurance benefits. The board may provide and fund an alternate benefits package for the director.

(2) Develop and approve each year the capital and operating budgets of the docks.

(3) Obtain annually an independent audit of the expenditures of the docks and provide a copy of that audit to the State Finance Director.

(4) Develop a strategic plan for the administration, management, operation, supervision, promotion, control, and direction of the docks which shall be updated annually.

(5) Set policies for the docks.

(6) Exercise all other powers conferred on the board by this chapter and other applicable law.

(7) Notwithstanding the provisions of Chapter 2, Article 7, commencing with Section 33-2-180 of this title, approve by resolution any orders of the director respecting the authorization, issuance, and sale of revenue bonds by the port authority, the investment and use of proceeds thereof, which resolution may authorize the director to make changes to any order as are within any parameters prescribed by the board in the resolution, and the appointment and employment of institutions and professionals used in connection therewith which shall be subject to the approval of the State Finance Director.

(h) The Governor may remove any member of the board for misfeasance, malfeasance, nonfeasance, or dereliction of duty and may appoint a successor to fulfill the remaining term of the member who is removed.

(i) Any member of the board who changes his or her residence to a region outside the region of the state from which the member was appointed pursuant to either paragraph b., c., or d. of subdivision (1) of subsection (a) or any member appointed from the state at-large pursuant to paragraph e. of subdivision (1) of subsection (a) who changes his or her residence to an area outside of the state, upon adoption of a resolution by the board making a finding of any change in residence, shall automatically be deemed to be removed from the board.

(j) Any member of the board who fails to participate in at least 50 percent of the meetings of the board during a calendar year for any reason other than military service or health or the health of a member of his or her immediate family, upon adoption of a resolution of the board making a finding of the failure, shall automatically be deemed to be removed from the board.