§ 17311 — Governing board

(a) Appointment.--The power of the authority shall be exercised by a governing board. The following apply:

(1) The governing body of the county seat of the county in which the convention center is located shall appoint three members. The terms of the first three members appointed shall be allocated between them for a two-year, three-year and four-year term, respectively.

(2) The governing body of the county in which the convention center is located shall appoint three members. The terms of the first three members appointed shall be allocated between them for a two-year, three-year and four-year term, respectively.

(3) The two governing bodies shall alternate in the appointment of the seventh board member. The governing body of the county shall make the first appointment of the seventh board member, whose term shall be four years.

(b) Terms.--Except as otherwise provided, members shall serve a four-year term from the date of appointment and until successors have been appointed and qualified. Subject to subsection (a), if a vacancy occurs by means of the death, disqualification, resignation or removal of a member, the appointing authority shall appoint a successor to fill the unexpired term.

(c) Compensation.--Subject to an aggregate per annum limitation and other rules and regulations as the board determines, a member shall receive $100 per board meeting.

(d) Organization.--

(1) The members of the board shall select from the members a chairperson and other officers as the board may determine.

(2) Except as otherwise provided, all actions of the board shall be taken by a vote of at least four members of the board, which shall constitute a majority, unless the bylaws of the authority provide for a majority vote by a present quorum in the absence of a full board.

(3) 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.

(4) Notwithstanding any other law, court decision, precedent or practice to the contrary, actions by or on behalf of the board shall not be taken by an officer of the board except upon the approval of the board.

(5) As used in this subsection, the term "actions by or on behalf of the board" means any action of the board, including:

(i) the hiring, appointment, removal, transfer, promotion or demotion of officers and employees;

(ii) the retention, use or remuneration of advisors, counsel, auditors, architects, engineers or consultants;

(iii) the initiation of legal action;

(iv) the making of contracts, leases, agreements, bonds, notes or covenants;

(v) the approval of requisitions, purchase orders, investments and reinvestments; and

(vi) the adoption, amendment, revision or rescission of rules and regulations, orders or other directives.

(e) Nonliability of members.--Members of the board may not be held personally liable for the bonds or other obligations of the authority and the rights of creditors shall be solely against the authority. The authority, itself or by contract, shall defend board members, and the authority shall indemnify and hold harmless board members, regardless of whether currently serving as an authority member, against and from personal liabilities, actions, causes of action and claims made against the authority for actions performed within the scope of duties as board members.