Board of directors; rules; quorum; personnel

(1) An authority shall be managed and controlled by a board of directors. The initial board of directors shall be appointed by the local government that created the authority. Subsequent directors shall be appointed as provided in this section and the rules adopted by the authority. (2) The regular term of a member of the board is four years. The board may establish special terms for positions that are shorter than four years for the purpose of staggering the terms of members of the board. Before the expiration of the term of a member, a successor shall be appointed whose term begins on January 1 of the year next following. A member is eligible for reappointment but may serve no more than a total of three terms, including terms shorter than four years. If there is a vacancy for any cause, a new member shall be appointed to complete the unexpired term, subject to the requirements of subsection (3) of this section. (3) The board of directors must include: (a) At least one director who is also a member of the governing body of the local government that created the authority; (b) At least one director who represents the largest municipal corporation within the geographic jurisdiction of the local government that is not a school district; (c) At least one director who represents the largest school district within the geographic jurisdiction of the local government; and (d) Subject to the maximum number of directors allowed by the ordinance or resolution establishing the authority, one or more directors who are also members of civic organizations that serve the same geographic jurisdiction as the authority and that have a purpose or mission that aligns with that of the authority. (4) The board shall hold an annual meeting. The board shall select from among themselves at the annual meeting a chairperson, vice chairperson, secretary, treasurer and other officers as the board determines. (5) The board shall adopt and may amend rules for calling and conducting its meetings and carrying out its business and may adopt an official seal. All decisions of the board shall be by motion or resolution and shall be recorded in the board’s minute book, which shall be a public record. A majority of the directors of the board constitutes a quorum for the transaction of business, and a majority is sufficient to pass a motion or resolution. (6) The board may employ employees and agents as the board deems appropriate and provide for their compensation. The employees and agents of the authority are not employees or agents of the local government that created the authority. (7) A director is not entitled to compensation for service on the board of an authority.