A. The Authority shall be governed by the Board of Directors of the Authority consisting of 15 members as follows: (i) 12 nonlegislative citizen members, appointed by the Governor, who shall serve with voting privileges; (ii) a designee of the President and Chief Executive Officer of the National Passenger Rail Corporation, who shall serve without voting privileges; (iii) the chief executive officer of a commuter rail service jointly operated by the Northern Virginia Transportation District established pursuant to § 33.2-1904 and the Potomac and Rappahannock Transportation District established pursuant to the Transportation District Act (§ 33.2-1900 et seq.), who shall serve ex officio without voting privileges; and (iv) the Director of the Department, who shall serve ex officio and shall have voting privileges only in the event of a tie. Of the 12 nonlegislative citizen members with voting privileges:
1. Three members shall reside within the boundaries of the Northern Virginia Transportation District established pursuant to § 33.2-1904. Such members may be selected from a list recommended by the Northern Virginia Transportation Commission, after due consideration of such list by the Governor;
2. Three members shall reside within the boundaries of the Potomac-Rappahannock Transportation District established pursuant to the Transportation District Act of 1964 (§ 33.2-1900 et seq.). Such members may be selected from a list recommended by the Potomac and Rappahannock Transportation Commission, after due consideration of such list by the Governor;
3. Two members shall reside within the boundaries of the Richmond Metropolitan Transportation Authority established pursuant to Chapter 29 (§ 33.2-2900 et seq.);
4. Two members shall reside within the boundaries of the Hampton Roads Transportation Accountability Commission established pursuant to Chapter 26 (§ 33.2-2600 et seq.);
5. One member shall reside within the boundaries of Planning District 5, 9, 10, or 11; and
6. One member shall reside within the boundaries of Planning District 3 or 4.
B. The nonlegislative citizen members appointed by the Governor shall be subject to confirmation by the General Assembly. Vacancies shall be filled by appointment by the Governor for the unexpired term and shall be effective until 30 days after the next meeting of the ensuing General Assembly and, if confirmed, thereafter for the remainder of the term. No member shall be eligible to serve more than two consecutive four-year terms. The remainder of any term for which a member is appointed to fill a vacancy shall not constitute a term in determining that member’s eligibility for reappointment. No member of a governing body of a locality shall be eligible, during the term of office for which he was elected or appointed, to serve as an appointed member of the Board. The Director shall serve terms coincident with his term of office.
C. The Director of the Department shall serve as chairman of the Board. The Board shall annually elect from among its members a vice-chairman and a secretary. The Board shall also annually elect a treasurer, who need not be a member of the Board, and may also elect other subordinate officers who need not be a member of the Board, as it deems proper. The chairman or, in his absence, the vice-chairman shall preside at all meetings of the Board. In the absence of both the chairman and vice-chairman, the Board shall appoint a chairman pro tempore, who shall preside at such meetings.
D. Seven members shall constitute a quorum for the transaction of the Authority’s business, and no vacancy in the membership shall impair the right of a quorum to exercise all the rights and perform all the duties of the Authority. All actions of the Board shall require the affirmative vote of a majority of the members present and voting, except that the sale of land or issuance of bonds shall require an affirmative vote of nine members present and voting.
E. The Board shall meet at least once quarterly. The Board shall determine the times and places of its regular meetings. Special meetings of the Board shall be held when requested by three or more members of the Board. Any such request for a special meeting shall be in writing, and the request shall specify the time and place of the meeting and the matters to be considered at the meeting. A reasonable effort shall be made to provide each member with notice of any special meeting. No matter not specified in the notice shall be considered at such special meeting unless all members of the Board are present.
F. The members of the Board shall be entitled to reimbursement for their reasonable travel, meal, and lodging expenses incurred in attending the meetings of the Board or while otherwise engaged in the discharge of their duties. Such expenses shall be paid out of the treasury of the Authority upon vouchers signed by the chairman of the Board or by such other person or persons as may be designated by the Board for this purpose.