§ 4-35-204 - Board of directors.
4-35-204. Board of directors.
(a) (1) A water authority shall have a board of directors composed of at least five (5) members.
(2) The specific number of initial directors and their terms of office shall be provided in its articles filed with the Arkansas Natural Resources Commission.
(3) Changes to the number and terms of directors may be provided in the articles or bylaws.
(b) (1) The initial directors of a water authority shall be approved by the commission, and they shall serve in accordance with those procedures that a water authority may specify in its bylaws.
(2) (A) A director shall continue in office until the director's successor is properly elected and accepts office.
(B) Successor directors shall be elected either by the board or by the water users as set forth in the bylaws.
(C) A director may serve successive terms.
(3) It is permissible for the bylaws of a water authority to provide that directors shall be selected from specific geographic areas within the total geographic area serviced by a water authority.
(4) In the event a water authority wants to modify or amend the procedures for election of directors, approval shall be expressly granted in writing by the commission.
(c) Unless otherwise provided in the articles or bylaws, the following shall apply to meetings of the board:
(1) (A) (i) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting.
(ii) All other meetings are special meetings.
(B) (i) A board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting.
(ii) A director participating in a meeting by this means is deemed to be present in person at the meeting;
(2) (A) Except as provided in subdivision (c)(2)(C) of this section, regular meetings of the board may be held without notice.
(B) Except as provided in subdivision (c)(2)(C) of this section, special meetings of the board shall be preceded by at least two (2) days' written notice to each director of the date, time, and place, but not the purpose, of the meeting.
(C) Any board action to remove a director shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived.
(D) The presiding officer of the board, the president, or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board;
(3) (A) (i) A director may at any time waive any notice required by this chapter, the articles, or bylaws.
(ii) (a) Except as provided in subdivision (c)(3)(B) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes of the water authority's records.
(b) A signed waiver delivered by facsimile transmittal shall constitute a valid waiver of notice under this section.
(B) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter or the articles or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action; and
(4) (A) Except as provided in the bylaws, a majority of the members of a board shall constitute a quorum for the transaction of business, and a vote of a majority of a quorum shall constitute an act of the board.
(B) No vacancy in the membership of a board shall impair the right of a quorum to exercise all the powers and duties of a water authority.
(C) All powers of a water authority shall be exercised by its board of directors or pursuant to its authorization.
(d) (1) (A) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them.
(B) Each committee shall have two (2) or more directors who shall serve at the direction of the board.
(2) A committee of the board may not:
(A) Authorize the issuance of bonds or any related matters;
(B) Approve or recommend dissolution or the sale, pledge, or transfer of all or substantially all of the water authority's assets;
(C) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
(D) Adopt, amend, or repeal the articles or bylaws.
(e) (1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
(A) In good faith;
(B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(C) In a manner the director reasonably believes to be in the best interests of the water authority.
(2) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data if prepared or presented by:
(A) One (1) or more officers or employees of the water authority whom the director reasonably believes to be reliable and competent in the matters presented;
(B) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(C) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
(f) A member of the board of a water authority shall serve without compensation except that he or she may be reimbursed for actual expenses incurred in the performance of his or her duties.
(g) All proceedings of a board shall be reduced to writing by the secretary of the water authority and appropriately recorded and maintained.