(a)There shall be established within the Department a body corporate and politic, with corporate succession, constituting a public instrumentality of the State, and created for the purpose of exercising essential governmental functions, which is to be known as the Fort DuPont Redevelopment and Preservation Corporation. The Corporation shall be a membership corporation with the Department as the sole member and shall have a certificate of incorporation and bylaws consistent with this subchapter. The Board of Directors is hereby authorized to file a certificate of incorporation with the Secretary of State pursuant to Chapter 1 of Title 8. The certificate of incorporation of the Corporation shall provide for approval of the Delaware General Assembly in order to amend the certificate of incor
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(a) There shall be established within the Department a body corporate and politic, with corporate succession, constituting a public instrumentality of the State, and created for the purpose of exercising essential governmental functions, which is to be known as the Fort DuPont Redevelopment and Preservation Corporation. The Corporation shall be a membership corporation with the Department as the sole member and shall have a certificate of incorporation and bylaws consistent with this subchapter. The Board of Directors is hereby authorized to file a certificate of incorporation with the Secretary of State pursuant to Chapter 1 of Title 8. The certificate of incorporation of the Corporation shall provide for approval of the Delaware General Assembly in order to amend the certificate of incorporation or to effect a merger or dissolution of the Corporation.
(b) The powers and management of the Corporation shall be vested in a board of directors consisting of 13 voting members. Each director shall have general expertise relevant to the implementation of the Redevelopment Plan, which may include expertise in the fields of land use, historic preservation, economic development (including without limitation real estate, redevelopment, and real estate financing), environmental protection, parks and recreation, and tourism. The Board is composed of the following directors:
(1) One director appointed by the Governor to serve as Chair.
(2) The Secretary of the Department of Natural Resources and Environmental Control.
(3) The Controller General.
(4) The Director of the Prosperity Partnership.
(5) The Secretary of State.
(6) The Director of the Office of Management and Budget.
(7) The Director of the Office of State Planning Coordination.
(8) The Co-chairs of the Capital Improvement Committee.
(9) The City Manager of the City of Delaware City, in an ex officio capacity.
(10) One director appointed by the Speaker of the House, who is a resident of Fort DuPont.
(11) One director appointed by the President Pro Tempore of the Senate, who is a resident of Delaware City.
(12) One director who is a resident of Fort DuPont appointed by the Governor.
(13) One director who is a resident of Delaware City appointed by the Governor.
Directors serving by virtue of their position may appoint a designee to serve in their stead. All appointed Directors shall serve at the pleasure of the appointing authority.
(c) Any vacancy created by the resignation or early departure of a director shall be filled by the appointing authority within 60 days.
(d) A majority of the total number of directors shall constitute a quorum of the Board, and all action by the Board shall require the affirmative vote of a majority of the directors present and voting.
(e) The Board shall adopt bylaws that provide for operating procedures such as election of officers, conflicts of interest, appointment of committees, conduct of meetings, and other matters that will promote the efficient operation of the Board in the performance of its duties under this subchapter. The bylaws shall include the following provisions:
(1) A requirement that any credit card purchase over $500 must be approved by 2 members of the executive committee.
(2) A requirement that checks in an amount over $10,000 require the signatures of the Treasurer and either the Chair or the Vice Chair of the Board.
(3) A requirement that a policy be adopted for the hiring and contracting process of the Corporation that is designed to be impartial and merit-based.
(4) A requirement that all contracts for purchase, sale, or lease of land be signed by the Executive Director and the Chair of the Board.
(f) Pursuant to subsection (a) of this section, the Board of Directors is provided express authority to file an amended and restated certificate of incorporation for the Fort DuPont Redevelopment and Preservation Corporation consistent with 83 Del. Laws, c. 302.
(g) The Board shall select from among its membership a Vice-Chair, who shall discharge the powers and duties of the Chair when the Chair is unavailable, incapacitated, or the position of Chair is vacant.
(h) The Controller General or the Controller General’s designee shall serve as Treasurer of the Board.