14-233-108. Board of directors — Executive committee.

14-233-108. Board of directors — Executive committee. (a) Each sanitation authority shall consist of a board of directors appointed by the governing bodies of the members of the authority. (b)(1) The number and voting rights of directors shall be determined as set forth in § 14-233-105 and shall not thereafter be changed except by unanimous consent of the members of the authority as evidenced by ordinances or resolutions of their governing bodies. (2) Copies of all such ordinances or resolutions, certified by the respective clerks of the member municipalities and counties or secretaries of the member districts shall be filed with the Secretary of State. (c) Before entering upon his or her duties, each appointed director shall take and subscribe to an oath of office in which he or she shall swear to support the United States Constitution and the Arkansas Constitution and to discharge faithfully his or her duties in the manner provided by law. (d)(1) Except as may otherwise be provided in the application organizing the sanitation authority, the board of directors of the sanitation authority shall annually elect one (1) of the directors as chair, another as vice chair, and other persons, who may be but need not be directors, as treasurer, secretary, and if desired, assistant secretary. The office of treasurer may be held by the secretary or assistant secretary. (2) The board of directors may also appoint such additional officers as it deems necessary. (3) In the event the board of directors is organized so that no members of the board are actively involved in the actual handling and accounting for sanitation authority funds, the board of directors shall be authorized to waive any requirement for the purchase of a surety bond for the members of the board of directors. (e)(1) The secretary or assistant secretary of the authority shall keep a record of the proceedings of the authority. The secretary shall be the custodian of all records, books, documents, and papers filed with the authority, the minute book or journal of the authority, and its official seal. (2) Either the secretary or the assistant secretary of the authority may cause copies to be made of all minutes and other records and documents of the authority and may give certificates under the official seal of the authority to the effect that the copies are true copies. All persons dealing with the authority may rely upon such certificates. (f)(1) A majority of the directors of a sanitation authority then in office shall constitute a quorum. A vacancy in the board of directors of the authority shall not impair the right of a quorum to exercise all the rights and perform all the duties of the authority. (2) Any action taken by the authority under the provisions of this chapter may be authorized by resolution at any regular or special meeting. Each resolution shall take effect immediately and need not be published or posted. A majority of the votes which all directors are entitled to cast shall be necessary and sufficient to take any action or to pass any resolution. (g) No director of a sanitation authority shall receive any compensation for the performance of his or her duties under this chapter, but each director shall be paid: (1) A per diem allowance of one hundred fifty dollars ($150) for attending each meeting of the board unless the board of directors sets a different per diem allowance by board resolution; and (2) His or her necessary expenses incurred while engaged in the performance of such duties. (h) The board of directors of a sanitation authority may create an executive committee of the board and may provide for the composition of the executive committee so as to afford, in its judgment, fair representation of the member municipalities and counties. The executive committee shall have and exercise the powers and authority of the board of directors during intervals between the board's meetings as may be prescribed by its rules, motions, or resolutions. The terms of office of the members of the executive committee and the method of filling vacancies shall be fixed by the rules of the board of directors of the authority.