§ 1405 — Exercise of powers by governing body; composition; quorum; personnel; salaries; records

(a) The powers of each authority shall be exercised by a governing body (herein called the “board”) composed as follows:

(1) If the authority is incorporated by 1 municipality, the board shall be composed of the members of the governing body of the municipality creating the authority or shall be composed of 5 citizens of such municipality, as the governing body of such municipality shall determine. If the governing body of the municipality creating the authority determines that the said board shall be composed of the members of said governing body, the terms of office of the members of said board shall coincide with their terms of office as members of the governing body and any member of said governing body shall automatically be a member of said board and shall cease to be a member of said board upon ceasing to be a member of said governing body. If the governing body of the municipality creating an authority shall determine that the board shall consist of 5 citizens, the governing body of such municipality shall appoint the members of the board, whose terms of office shall commence on the date of appointment and 1 of whom shall serve for 1 year, 1 for 2 years, 1 for 3 years, 1 for 4 years and 1 for 5 years from the January 1 next succeeding the date of incorporation, and thereafter the said governing body shall, at a meeting held not later than 1 month prior to January 1 in each year in which a vacancy occurs, appoint as a member of the board a citizen of the municipality for which the authority is created for a term of 5 years to succeed the member whose term expires on the January 1st next succeeding.

(2) If the authority is incorporated by 2 or more municipalities, the board shall consist of a number of members at least equal to the number of municipalities incorporating the authority, but in no event less than 5. When 1 or more additional municipalities join an existing authority, each of such joining municipalities shall have 1 member on the board. The first of such members shall be appointed immediately upon the admission of the municipality into the authority for a full term of years equal to that fixed for the other members of the board. The members of the board shall be appointed, their terms staggered and vacancies filled, and where the number of municipalities joining is less than 5, shall be apportioned in such manner as the articles of incorporation shall provide. No member shall be appointed for a term longer than 5 years.

(b) Members of the board who are not members of the governing body of the municipality or municipalities composing the authority shall hold office until their successors have been appointed, and may succeed themselves, and shall receive such salaries as may be determined by the governing body or bodies of the municipality or municipalities, but none of such salaries shall be increased or diminished by such governing body or bodies during the term for which the member receiving the same shall have been appointed. Members of the board who are members of the governing body of a municipality shall serve as board members without pay. If a vacancy shall occur by reason of the death, disqualification, resignation or removal of an appointed member, the governing body of the municipality shall appoint a successor to fill the member’s unexpired term. In joint authorities such vacancies shall be filled by the governing body of the municipality in the representation of which the vacancy occurs. Whenever any municipality shall withdraw from a joint authority the term of any member or members appointed from such municipality shall immediately terminate.

(c) A majority of the members shall constitute a quorum of the board for the purpose of organizing the authority and conducting the business thereof and for all other purposes, and all action may be taken by vote of a majority of the members present, unless in any case the bylaws shall require a larger number. The board shall have full authority to manage the properties and business of the authority and to prescribe, amend and repeal bylaws, rules and regulations governing the manner in which the business of the authority may be conducted, and the powers granted to it may be exercised and embodied. The board shall fix and determine the number of officers, agents and employees of the authority and their respective powers, duties and compensation and may appoint to such office or offices any members of the board with such powers, duties and compensation as the board may deem proper.

(d) Every such officer appointed shall be adequately bonded.

(e) Each authority shall keep a complete and true record of its receipts, expenses and expenditures and shall employ a certified or licensed public accountant to audit its books and accounts. Each authority shall always keep available and open to public inspection during business hours, at its principal office, a detailed audit and financial statement of its accounts. Each authority shall file annually with the governing body or governing bodies of the municipality or municipalities composing the authority a certified copy of such detailed audit and financial statement. The governing body of the municipality composing an authority, or in the case of an authority composed of 2 or more municipalities the governing body of each such municipality, may at any time in person or by its duly authorized agent or agents audit and examine the books and records of such authority; provided, however, that such audit or examination shall be without cost to said authority.

(f) Notwithstanding anything in Title 8 or anything in the certificate of incorporation of an authority to the contrary notwithstanding, a member of the Board may be removed at any time and without cause by act of the governing body of the municipality responsible for appointing that Board member.

Legislative History

16 Del. C. 1953, § 1405; 49 Del. Laws, c. 417 ; 70 Del. Laws, c. 186, § 1 ; 79 Del. Laws, c. 132, § 1