Governance -- Powers of governing authority

(1) If an interlocal agreement does not establish an interlocal entity to conduct the joint or cooperative undertaking, the joint or cooperative undertaking shall be administered by a joint administrator established in accordance with the interlocal agreement and Section 11-13-207. (2) If an interlocal entity has been established to conduct the joint or cooperative action, the interlocal entity shall be governed by a governing board as established in the interlocal agreement. (3) A governing board: (a) shall manage and direct the business and affairs of the interlocal entity; and (b) has and may exercise a power or perform a function as provided in the interlocal agreement and this chapter that is necessary to accomplish the interlocal entity's purpose unless otherwise specified by this chapter or the interlocal agreement, including the following: (i) delegate to an interlocal entity employee or officer the authority to exercise a power or to perform a function of the interlocal entity; (ii) control or direct litigation to which the interlocal entity is a party or in which it is otherwise involved; (iii) adopt bylaws for the orderly functioning of the governing board; (iv) adopt and enforce rules and regulations for the orderly operation of the interlocal entity or for carrying out the interlocal entity's purposes; and (v) establish and impose fees for services provided by the interlocal entity. (4) Each member of a governing board has and owes a fiduciary duty to the interlocal entity at large. (5) (a) Unless otherwise provided in the interlocal agreement, a governing board: (i) shall elect from its board members a chair; and (ii) subject to Subsection (5)(b), may elect other officers as the board considers appropriate. (b) (i) One person may not hold the office of chair and treasurer, treasurer and clerk, or clerk and chair. (ii) Unless otherwise provided in the interlocal agreement: (A) an officer serves at the pleasure of the governing board; and (B) the governing board may designate a set term for each office.