A. All powers, rights, and duties conferred by this chapter, or other provisions of law, upon the authority shall be exercised by a board of directors. The governing body of each member shall appoint two representatives to the board. However, if the authority consists of only two members, the governing body of each member may appoint three members. Representatives of member counties, cities, and towns shall be residents of the appointing member. In any instance in which the members are not contributing equal funding to the authority, and upon agreement by each member of the authority, the number of appointments to be made by each may be made based on the percentage of funds contributed by each of the members.
B. Representatives shall serve terms of four years and may be reappointed. The board may elect to provide for staggered terms, in which case some representatives may draw an initial two-year term. Any appointment to fill a vacancy shall be for the unexpired term.
C. Each member may appoint up to two alternate representatives of the board. Alternates shall be selected in the same manner as regular representatives and may serve as an alternate for any board representative appointed by the member. Alternates shall be appointed for terms that coincide with one or more of the regular representatives appointed by the member. If a representative is not present at a meeting of the authority, the alternate shall have all the voting and other rights of the representative not present and shall be counted for purposes of determining a quorum. Alternates are required to take an oath of office and are entitled to reimbursement for expenses in the same manner as regular representatives.
D. Each member of the board before entering upon the discharge of the duties of his office shall take and subscribe to the oath prescribed in § 49-1.
E. Representatives of the board shall serve without compensation but shall be eligible for reimbursement of actual expenses incurred in the performance of their duties from funds available to the authority.
F. A quorum shall exist when a majority of the members of the authority are represented by at least one representative of the board. The affirmative vote of a quorum of the board shall be necessary for any action taken by the board. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the rights and perform all the duties of the board.
G. The board shall determine the times and places of its regular meetings, which may be adjourned or continued, without further public notice. Special meetings of the board shall be held when requested by representatives of the board representing two or more members. 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. An effort shall be made to provide members reasonable notice of any special meeting. No matter not specified in the notice shall be considered at such special meeting unless all of the representatives of the board are present. Special meetings may be adjourned or continued without further public notice.
H. The board shall annually elect from its membership a chairman. The board may also appoint an executive director and staff to discharge such functions as may be directed by the board. The executive director and staff shall be paid from funds received by the authority.
I. At the close of each fiscal year, the board shall submit to each governing body an annual report of the authority’s activities of the preceding year. Such report shall include a complete operating and financial statement covering the operation of the authority during the preceding year.