1. (a) The corporation shall be under the management and control of a board of directors, and all powers necessary or appropriate for the management and control of the corporation shall be vested solely in the board. The board shall be comprised of both ex officio members and at-large members, all of whom shall be voting members of the board and shall be considered in determining whether a quorum is present.

2. (b) The board shall have the following members:

   1. (1) Ex officio members, consisting of the Governor, who shall be the chair, the Secretary of Commerce, who shall be the co-chair, the Speaker of the House of Representatives, the President Pro Tempore of the Senate, the Minority Leader of the House of Representatives, the Minority Leader of the Senate, and the chair of Innovate Alabama. The service of each ex officio member shall run concurrently with his or her tenure in office or position. Each ex officio member may appoint a person to serve in his or her place at any meeting of the board or may designate a person to serve in his or her place at all meetings of the board until the term of the ex officio member ends. The appointee or designee shall be counted for purposes of a quorum and voting. Each ex officio member may withdraw the appointment or designation of his or her appointee or designee at any time.

   2. (2) The Governor shall appoint five at-large members and the Lieutenant Governor, President Pro Tempore of the Senate, and Speaker of the House of Representatives shall each appoint one at-large member. Each at-large member shall be an individual in the private sector with experience relevant to the purposes and activities of the corporation including, but not limited to, experience in any of the following:

      1. a. Participating on boards of, or being employed by, nonprofit corporations that promote economic development throughout the state.

      2. b. Having other experience relevant to statewide, long-term economic development strategies, including, but not limited to, any of the following:

         1. 1. Performing enhanced, coordinated research to identify targeted growth sectors.
         2. 2. Identifying sites for economic development and successfully marketing the sites for major business site selection opportunities.
         3. 3. Developing assessments of key issues impacting the growth of Alabama’s existing business and industry, along with strategies to address challenges and pursue opportunities.
3. (c) Board members shall be subject to the Alabama ethics laws.
4. (d) In making appointments of at-large members, the Governor shall coordinate his or her appointments so that diversity of gender, race, and geographical areas of the board of directors is reflective of the makeup of the state.

5. (e)

   1. (1) The service of each at-large member shall begin upon written acceptance of his or her appointment. Each member shall serve a term of two years following such written acceptance.
   2. (2) Each at-large member shall continue to serve until the member is reappointed or a successor is appointed to the office.
   3. (3) An at-large member may only serve a maximum of two consecutive terms of office but may be reappointed after he or she has spent at least two years without serving as an at-large member.
   4. (4) An at-large member may be removed by the Governor for any reason, at which time the Governor shall appoint a different individual to serve.
   5. (5) An individual appointed to fill a vacancy shall serve the remainder of the unexpired term and may be reappointed to serve an additional term.
6. (f) No member shall receive compensation because of his or her service as a member. Each member may be reimbursed for actual and reasonable travel expenses incurred in the performance of his or her duties as a member.
7. (g) A majority of the members shall constitute a quorum for the transaction of business by the board, and decisions shall be made on the basis of a majority of the quorum then present and voting. No vacancy in the membership of the board or the voluntary disqualification or abstention of any member shall impair the right of a quorum to exercise all of the powers and duties of the board. Members of the board may participate in meetings of the board in person or by means of telephone conference, video conference, or other similar communications equipment, so that all individuals participating in the meeting may hear each other at the same time. Participation by any such means shall constitute presence in person at a meeting for all purposes, including for purposes of establishing a quorum. The board shall be subject to Chapter 25A of Title 36, provided, however, that notice of each meeting shall occur at least seven days prior to the meeting and, provided further, that an emergency meeting of the board may be called by either the chair or co-chair when circumstances exist that are deemed by the chair or co-chair to address unforeseen economic opportunities that require immediate action including, but not limited to, a major company considering relocation to Alabama but requiring swift commitment from state authorities, or threats including, but not limited to, the sudden closure of a major employer, which could significantly impact the state’s economy. Notice of an emergency meeting should be given at least 24 hours prior to the time the meeting is to commence, unless the circumstances of the emergency are such that the meeting must convene sooner. In addition to the reasons set forth in Section 36-25A-7, the board may go into executive session to discuss sensitive matters the disclosure of which would undermine or jeopardize economic development, trade, or the objectives of the corporation.
8. (h) Notwithstanding subsection (g), any action required by this article to be taken at a meeting of the board of directors of the corporation or any action that may be taken at a meeting of a committee of the board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed either electronically or in person by all of the directors of the board or all of the members of the committee, as the case may be.
9. (i) The board may appoint other officers to perform duties not inconsistent with this article or applicable law, as the board deems necessary or appropriate.
10. (j) In addition to regular meetings of the board, as may be provided by law or by bylaws adopted by the board, special meetings of the board may be called by the chair acting alone or by any three other members acting in concert, in each case upon notice to each member given in person, by email, by registered letter, or by other means. Notice to each member may be waived upon the unanimous written consent of all members, either before or after the meeting with respect to which the notice would otherwise be required.
11. (k) Minutes of all board meetings shall be kept and maintained in the records of the corporation.

(Act 2024-309, §2.)