(a) Composition.--The power of the authority shall be exercised by a governing board composed of 11 members appointed as follows:
(1) The mayor or, if there is no mayor, the governing body of the municipality in which a convention center is located shall appoint two members. Subject to subsection (b), the terms of the first two members appointed shall be for a two-year and four-year term, respectively. In all cases, the beginning of the term shall be January 1 of the year of appointment, subject to subsection (b).
(2) The county council or, if there is no county council, the governing body of the county in which a convention center is located shall appoint seven members. Subject to subsection (b), the beginning of the term shall be January 1 of the year of appointment. The terms of the first seven members appointed shall be allocated as follows:
(i) One one-year term.
(ii) Two two-year terms.
(iii) Two three-year terms.
(iv) Two four-year terms.
(3) Two members shall be appointed by the Governor with the advice and consent of a majority of the members of the Senate.
(b) Terms.--Except as otherwise provided and subject to subsection (a), members shall serve a four-year term from the date of appointment and until their successors have been appointed and qualified. If a vacancy occurs by death, disqualification, resignation or removal of a member, the appointing authority shall appoint a successor to fill the unexpired term.
(c) Compensation.--The members of the board may not be compensated for service on the board or for any other position in which the members may serve the authority. The authority may reimburse members for reasonable and necessary out-of-pocket expenses incurred by members in carrying out the business of the authority.
(d) Powers and duties.--
(1) The following shall apply:
(i) The members of the board shall select a chairperson and other officers as the board determines from among the members.
(ii) Except as otherwise provided, all actions of the board shall be taken by a vote of at least six members of the board, which shall constitute a majority of the board, unless the bylaws of the authority provide for a majority vote by a present quorum of not less than six members in the absence of a full board.
(iii) 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 the authority may be exercised and embodied. Notwithstanding any other law, court decision, precedent or practice to the contrary, no actions by or on behalf of the board shall be taken by an officer of the board or the authority except upon the approval or prior authorization of the board.
(iv) As used in this subsection, the term "actions by or on behalf of the board" means any action of the board, including the hiring, appointment, removal, transfer, promotion or demotion of any officers and employees, the retention, use or remuneration of advisors, counsel, auditors, architects, engineers or consultants, the initiation of legal action, the making of contracts, leases, agreements, bonds, notes or covenants, the approval of requisitions, purchase orders, investments and reinvestments and the adoption, amendment, revision or rescission of rules and regulations, orders or other directives.
(2) The board shall appoint an executive director who shall act as the chief executive officer of the authority. The executive director shall not be a member of the board. Notwithstanding the provisions of paragraph (1), the board may, by bylaw or by resolution, delegate to the executive director the authority and power to carry out the day-to-day operations of the authority and to exercise those powers which are normal, customary and necessary to perform the duties of a chief executive officer.
(3) The board may appoint an assistant and other officers, including assistant secretaries and assistant treasurers, as the board determines to be appropriate to carry out the business of the authority. Assistant secretaries and assistant treasurers may be members of the board.
(4) The board may appoint one or more deputy executive directors who, to the extent authorized by the board, may exercise the duties and powers of the executive director in the executive director's absence or incapacity or in the event of a vacancy in the office of executive director.
(e) Liability.--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 shall defend board members and the authority shall indemnify and hold harmless board members, whether currently serving as a member of the authority, against and from personal liabilities, actions, causes of action and claims made against them for actions performed within the scope of board member duties.