(a) All powers of the institute shall be exercised by or under the authority of, and the business and affairs of the institute shall be managed and governed, under the direction of, a board of directors, constituted as provided for in this section.

(b) The board of directors shall consist of six voting members selected as follows:

(1) One member to be appointed by the Governor upon nomination and submission by the Construction Users Roundtable, or its successor organization.

(2) One member to be appointed by the Lieutenant Governor upon nomination and submission by the Alabama State Construction Building Trades, or its successor organization.

(3) Two members to be appointed by the Speaker of the House as follows: One upon nomination and submission by the Alabama Associated General Contractors, or its successor organization, and one upon nomination and submission by the Alabama Road Builders Association, or its successor organization.

(4) Two members to be appointed by the President Pro Tempore of the Senate as follows: One upon nomination and submission by the Alabama Associated Builders and Contractors, or its successor organization, and one upon nomination and submission by the Subcontractors Association of Alabama, or its successor organization.

(5) The membership of the board of directors and employees and contractors of the board shall be inclusive and reflect the racial, gender, geographic, urban/rural and economic diversity of the state. All appointing authorities shall coordinate their appointments so that diversity of gender, race, and geographical areas is reflective of the makeup of this state.

(c) All initial members of the board shall be appointed as provided in subsection (b) within 30 days of May 18, 2009. Members of the board of directors shall be selected for four-year terms expiring on June 30 four years thereafter and shall serve until a successor is appointed by the Governor, Speaker of the House, President Pro Tempore of the Senate, or Lieutenant Governor, as appropriate, pursuant to the same selection method described in subsection (b). Any vacancy on the board of directors shall be filled in the same manner within 45 days of the vacancy by appointment by the Governor, Speaker of the House, President Pro Tempore of the Senate, or Lieutenant Governor, as appropriate. Each director shall reside within the State of Alabama. Directors may be reappointed for successive terms. No director shall draw any salary for any service he or she may render or for any duty he or she may perform in connection with the institute, but shall be entitled to the reimbursement of reasonable expenses incurred that are directly related to the duties in serving as a member of the board. No director shall continue to serve as a member of the board after ceasing to be an active member of the respective recommending organization from whose list the appointment was initially made as provided in subsection (b).

(d) A director may or shall be removed from the board of directors as follows:

(1) If, for any reason, other than an illness which shall be documented in writing to the institute by a physician, a director is absent for more than 25 percent of scheduled board meetings during the fiscal year of the institute, the director may be removed by a unanimous vote of the other five directors.

(2) A director may be removed, with or without cause, by vote of the respective recommending organization from whose list the appointment was initially made.

(3) If a director is found guilty by a court of competent jurisdiction of willful or wanton misconduct, fraud, gross negligence, or a knowing violation of a criminal law, the director shall be automatically removed and shall cease to serve as a member of the board.

(e) The first organizational meeting of the board shall be held within 30 days following the appointment of all of the directors. At the organizational meeting, the board shall elect officers of the board from among its members. Officers of the board shall serve for the terms and shall have the powers and duties as the board by rule may prescribe.

(f) The presence of all members of the board of directors shall constitute a quorum for the transaction of business. Action of the board may only occur with unanimous approval of all members of the board.

(g) All resolutions adopted by the board of directors shall constitute actions of the institute. All proceedings of the board shall be reduced to writing by the secretary and shall be recorded in a substantially bound book and filed in the office of the institute. Copies of such proceedings, when certified by the secretary of the institute under the seal of the institute, shall be received in all courts as prima facie evidence of the matters and things therein certified. The board of directors of the institute shall meet at such times upon such notice as it shall determine or upon call of the chair.

(h) The institute shall have the authority through its board to disburse funds appropriated to the fund for the purposes stated in this article.