Creation of authority and board; quorum; vacancies

(a) There is created the Georgia Regional Transportation Authority as a body corporate and politic, which shall be deemed an instrumentality of the State of Georgia and a public corporation thereof, for purposes of managing or causing to be managed land transportation and air quality within certain areas of this state; and by that name, style, and title such body may contract and be contracted with and bring and defend actions in all courts of this state. 671 50-32-4 (b) The management of the business and affairs of the authority shall be vested in a board of directors, subject to the provisions of this chapter and to the provisions of bylaws adopted by the board as authorized by this chapter. The board of directors shall make bylaws governing its own operation and shall have the power to make bylaws, rules, and regulations for the government of the authority and the operation, management, and maintenance of such projects as the board may determine appropriate to undertake from time to time. (c) Except as otherwise provided in this chapter, a majority of the members of the board then in office shall constitute a quorum for the transaction of business. The vote of a majority of the members of the board present at the time of the vote, if a quorum is present at such time, shall be the act of the board unless the vote of a greater number is required by law or by the bylaws of the board of directors. The board of directors, by resolution adopted by a majority of the full board of directors, shall designate from among its members an executive committee and one or more other committees, each consisting of two or more members of the board, which shall have and exercise such authority as the board may delegate to it under such procedures as the board may direct by resolution establishing such committee or committees. (d) No vacancy on the authority shall impair the right of a majority of the appointed members from exercising all rights and performing all duties of the authority. The authority shall have perpetual existence. Any change in the name or composition of the authority shall in no way affect the vested rights of any person under this chapter or impair the obligations of any contracts existing under this chapter. History. — Code 1981, § 50-32-3, enacted by Ga. L. 1999, p. 112, § 7. 50-32-4. Membership; terms; appointment; expenses; removal; applicability of Chapter 10 of Title 45; meetings; voting; assignment. (a) The initial board of directors of the authority shall consist of 15 members. All members of the board and their successors shall be appointed for terms of five years each, except that the initial terms for eight members of the board appointed in 1999 shall be three years each; and the particular beginning and ending dates of such terms shall be specified by the Governor. All members of the board shall be appointed by the Governor and shall serve until the appointment and qualification of a successor, the provisions of subsection (b) of Code Section 45-12-52 to the contrary notwithstanding, except as otherwise provided in this Code section. Said members shall be appointed so as to reasonably reflect the characteristics of the general public within the jurisdiction or 672 50-32-4 potential jurisdiction of the authority, subject to the provisions of subsection (d) of this Code section. No person holding any other office of profit or trust under the state shall be appointed to membership. The chair of the board of directors shall be appointed and designated by the Governor. (b) All successors shall be appointed in the same manner as original appointments. Vacancies in office shall be filled in the same manner as original appointments. A person appointed to fill a vacancy shall serve for the unexpired term. No vacancy on the board shall impair the right of the quorum of the remaining members then in office to exercise all rights and perform all duties of the board. (c) The members of the board of directors shall be entitled to and shall be reimbursed for their actual travel expenses necessarily incurred in the performance of their duties and, for each day actually spent in the performance of their duties, shall receive the same per diem as do members of the General Assembly. (d) Members of the board of directors may be removed by executive order of the Governor for misfeasance, malfeasance, nonfeasance, failure to attend three successive meetings of the board without good and sufficient cause, abstention from voting unless authorized under subsection (g) of this Code section, or upon a finding of a violation of Code Section 45-10-3 pursuant to the procedures applicable to that Code section. A violation of Code Section 45-10-3 may also subject a member to the penalties provided in subparagraphs (a)(1)(A), (a)(1)(B), and (a)(1)(C) of Code Section 45-10-28, pursuant to subsection (b) of Code Section 45-10-28. In the event that a vacancy or vacancies on the board render the board able to obtain a quorum but unable to obtain the attendance of a number of members sufficient to constitute such supermajorities as may be required by this chapter, the board shall entertain no motion or measure requiring such a supermajority until a number of members sufficient to constitute such supermajority is present, and the Governor shall be immediately notified of the absence of members. (e) The members of the authority shall be subject to the applicable provisions of Chapter 10 of Title 45, including without limitation Code Sections 45-10-3 through 45-10-5. Members of the authority shall be public officers who are members of a state board for purposes of the financial disclosure requirements of Article 3 of Chapter 5 of Title 21. The members of the authority shall be accountable in all respects as trustees. The authority shall keep suitable books and records of all actions and transactions and shall submit such books together with a statement of the authority’s financial position to the state auditor on or about the close of the state’s fiscal year. The books and records shall be inspected and audited by the state auditor at least once in each year. 673 T.50, C.32, A.2 (f ) Meetings of the board of directors, regular or special, shall be held at the time and place fixed by or under the bylaws, with no less than five days’ public notice for regular meetings as prescribed in the bylaws and such notice as the bylaws may prescribe for special meetings. Each member shall be given written notice of all meetings as prescribed in the bylaws. Meetings of the board may be called by the chairperson or by such other person or persons as the bylaws may authorize. Notice of any regular or special meeting shall be given to the Governor at least five days prior to such meeting, unless the Governor waives such notice requirement, and no business may be transacted at any meeting of the board unless and until the Governor has acknowledged receipt of or waived such notice. (g) All meetings of the board of directors shall be subject to the provisions of Chapter 14 of this title. A written record of each vote taken by the board, specifying the yea or nay vote or absence of each member as to each measure, shall be transmitted promptly to the Governor upon the adjournment of each meeting. No member may abstain from a vote other than for reasons constituting disqualification to the satisfaction of a majority of a quorum of the board on a record vote. (h) The authority is assigned to the Department of Community Affairs for administrative purposes only. History. — Code 1981, § 50-32-4, enacted by Ga. L. 1999, p. 112, § 7; Ga. L. 2002, p. 415, § 50; Ga. L. 2013, p. 141, § 50/HB 79.