(a)(1) Each corporation shall be governed by a board of directors of nine or more members, selected as provided in this section. Each governing body that authorized the formation of the corporation shall appoint three members of the board of directors; provided, that if the area to be served by the corporation is located wholly within an area governed by a single governing body, the governing body shall appoint nine members to the board; provided further, that if the area to be served is located wholly within an area governed by at least two, but not more than two, governing bodies, or if the formation of the board was authorized by only two governing bodies, each of the governing bodies may appoint at least five members of the board, or such other number as may be provided by the certific
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(a)(1) Each corporation shall be governed by a board of directors of nine or more members, selected as provided in this section. Each governing body that authorized the formation of the corporation shall appoint three members of the board of directors; provided, that if the area to be served by the corporation is located wholly within an area governed by a single governing body, the governing body shall appoint nine members to the board; provided further, that if the area to be served is located wholly within an area governed by at least two, but not more than two, governing bodies, or if the formation of the board was authorized by only two governing bodies, each of the governing bodies may appoint at least five members of the board, or such other number as may be provided by the certificate of incorporation or any amendment thereto.
(2) If there are more than 16 directors, they may appoint from among their number an executive committee consisting of nine members, which shall have and exercise the powers and authority of the board of directors, subject to the general supervision and control of the board. Except for boards that exist solely for the purpose of providing programs to individuals with intellectual or developmental disabilities, the nine members of the executive committee shall include one sheriff, or his or her representative, and one judge of probate; provided, the officials or representative are serving on the board. If the representative is not currently serving on the executive committee, he or she shall be added at the expiration of the next terms of members of the executive committee. If multiple judges of probate are serving on the board, the judges of probate shall designate from among themselves one judge of probate who will serve on the executive committee. If multiple sheriffs or sheriffs’ representatives are serving on the board, they shall designate from among themselves one sheriff or sheriff’s representative who will serve on the executive committee. Any judge of probate, sheriff, or representative may choose to opt out of serving on an executive committee. If he or she chooses to opt out of serving on the executive committee, he or she retains his or her membership on the board. Any judge of probate, sheriff, or representative who elects to opt out of serving on an executive committee is not precluded from consideration of future appointments to an executive committee as vacancies occur.
(b) Every member of the board of directors shall be a resident of the area that he or she represents and that is to be served by the proposed facilities. The governing bodies shall coordinate their appointments to assure the membership of the board of directors is inclusive and reflects the racial, gender, geographic, urban, rural, and economic diversity of the service area. All appointed directors shall have demonstrated a concern for the mental health programs and services provided in the service area and shall represent a balance of primary interest areas of expertise. Except in compliance with rules adopted by the department through the Administrative Procedure Act, no other qualifications for directors may be imposed by the corporation’s certificate of incorporation, constitution, or bylaws. An individual who meets the qualifications of this section and who is appointed by a governing body shall be seated on the board of directors.
(c) The terms of the initial members of the board appointed by the governing bodies shall begin immediately upon their appointments and shall end at noon on April 1 of the succeeding odd-numbered calendar years following the appointments, as designated by the governing body at the time of their appointments. Thereafter, the term of office of each director shall be six years. The terms of office of the directors shall be arranged so that the terms of office of approximately one-third of all directors will end at noon on April 1, in each odd-numbered calendar year. A member of the board of directors shall hold office until his or her successor has been appointed and qualified.
(d) The respective appointing authorities shall appoint or reappoint a qualified individual as a member of the board of directors whenever a member’s term expires or whenever a position becomes vacant for any other reason.
(e) The appointing authority may remove a board member for attending less than one-half of the board meetings in any 12-month period.
(f) A member of the board of directors shall receive no compensation for his or her services.