(a) Appointment.--Power of the authority shall be exercised by a governing board composed of 15 members. Except as provided in section 4 of the act of February 5, 2004 (P.L.7, No.3), members of the board shall be appointed as follows:
(1) Each board of county commissioners or each county council for each county within the Philadelphia Metropolitan Statistical Area, excluding counties which are coterminous with cities of the first class, shall appoint a resident of its county as a member of the board by a majority vote of the members of each board of county commissioners or each county council. The term of office of a member of the board appointed under this paragraph shall run concurrently with the term of office of the chief executive officer of a city.
(2) The President pro tempore of the Senate, the Minority Leader of the Senate, the Speaker of the House of Representatives and the Minority Leader of the House of Representatives shall each appoint one member of the board. Each member shall serve at the pleasure of the member's appointing authority. The term of office of a member of the board appointed under this paragraph shall be for a period of two years beginning on the third Tuesday of each January in an odd-numbered year.
(3) The chief executive officer of the city in which a convention center is located shall appoint one member of the board who is a resident of the city in which the convention center is located. The term of office of a member of the board appointed under this paragraph shall run concurrently with the term of office of the appointing authority.
(4) The chief executive officer of the city in which a convention center is located shall appoint one member of the board from five lists of four nominees prepared by each of the following organizations:
(i) The Philadelphia Convention and Visitors Bureau.
(ii) The Multicultural Affairs Congress.
(iii) The Greater Philadelphia Tourism and Marketing Corporation.
(iv) The Greater Philadelphia Hotel Association.
(v) The Independence Visitors Center Corporation.
Each of the four nominees of each of the five lists must be a resident of the city in which a convention center is located and must have significant experience in the hospitality industry. The term of office of a member of the board appointed under this paragraph shall run concurrently with the term of office of the appointing authority.
(5) The president of the council of the city in which a convention center is located shall appoint as a member of the board the member of the council of the city in whose council district the majority of the convention center is located. The term of office of a member of the board appointed under this paragraph shall run concurrently with the term of office of the appointing authority.
(6) The minority leader of the council of the city in which a convention center is located shall appoint as a member of the board a resident of the city in which a convention center is located unless the minority leader is enrolled in the same political party as the member of the board appointed under paragraph (5) was enrolled on the date of the member's most recent election to council. If the minority leader of the council of the city in which a convention center is located is enrolled in the same political party as the member of the board appointed under paragraph (5) was enrolled on the date of the member's most recent election to council, the president of the council of the city in which a convention center is located shall appoint as a member of the board a resident of the city in which the convention center is located. The term of office of a member of the board appointed under this paragraph shall run concurrently with the term of office of the appointing authority.
(7) The Governor shall appoint as a member of the board a resident of the city in which the convention center is located and shall appoint as a member of the board a resident of the Philadelphia Metropolitan Statistical Area excluding counties which are coterminous with cities of the first class. The members of the board appointed under this paragraph shall not be of the same political party. The members of the board appointed under this paragraph shall be appointed subject to the advice and consent of a majority of the members elected to the Senate. The term of office of a member of the board appointed under this paragraph shall run concurrently with the term of office of the appointing authority.
(8) The members of the board who are appointed under paragraphs (1) through (7) shall, by a vote of eight members of the board, appoint an additional member to the board who shall serve as a chairman of the board. The member appointed under this paragraph shall serve for a term coincident with the term of the members of the board appointed under paragraph (2). In the event the members of the board who are appointed under paragraphs (1) through (7) cannot agree on an additional member within 60 days of the office becoming vacant, the Governor shall appoint an additional member of the board who shall serve as chairman subject to the advice and consent of a majority of the members elected to the Senate. The member of the board appointed under this paragraph by either the members of the board or the Governor shall serve as a member of and chairman of the board until his successor is duly appointed.
(9) The Secretary of the Budget shall serve as a nonvoting ex officio member of the board. If the chief financial officer of the city in which the convention center is located is not an appointed member of the board, he shall serve as a nonvoting ex officio member of the board.
(b) Certification and oath of office.--The appointing authorities shall certify their respective appointments to the Secretary of the Commonwealth. Within 30 days after certification of his appointment and before entering upon the duties of his office, each member of the board shall take and subscribe the constitutional oath of office and file it in the office of the Secretary of the Commonwealth.
(c) Terms and vacancies.--Except as otherwise provided, members shall serve a term from the date of their appointment and until their successors have been appointed and qualified. If a vacancy shall occur by means of the death, disqualification, abandonment, resignation or removal of a member or the chairman, subject to the provisions of subsection (a), the appointing authority shall appoint a successor to fill his unexpired term.
(d) Compensation.--Subject to an aggregate per annum limitation and any other rules and regulations as the board shall determine, a member shall receive $125 per diem when engaged in the exercise of duties for the authority and shall also be entitled to necessary expenses, including travel expenses, incurred in the discharge of duties. In addition to any other compensation provided under this subsection, the chairman of the board of the authority shall be entitled to receive such additional compensation as the board shall determine. No other member of the board shall be entitled to any additional compensation for extra service provided to the authority. The per diem amount may be increased by a vote of eight members of the board, but any increase shall not apply during the term of office of board members voting or eligible to vote on the per diem increase.
(e) Organization.--The members of the board shall select a vice chairman and other officers as the board may determine from the members of the board. Except as otherwise provided in this chapter, all actions of the board shall be taken by a vote of eight members of the board. 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. 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 any officer of the board except upon the approval of a majority of the board. The chairman, vice chairman or any other officer, committee or employee of the board may take actions by or on behalf of the board as authorized on at least an annual basis by a vote of eight members of the board and subject to the supervision and control of the board.
(f) Nonliability of members.--Members of the board shall not be liable personally on the bonds or other obligations of the authority. The rights of creditors shall be solely against the authority. The authority, itself or by contract, shall defend, indemnify and hold harmless board members, whether currently members of the board or not, against and from any and all personal liabilities, actions, causes of action and any and all claims made against them for whatever actions they perform within the scope of their duties as board members.
(g) Meetings.--Regular meetings of the board shall be held at least once in each calendar month except July or August, the time and place of the meetings to be fixed by the board. A majority of the board shall constitute a quorum for the transaction of business. All actions of the board shall be by resolutions, and the affirmative vote of eight members of the board shall be necessary for the adoption of any resolution.
(h) Abandonment.--A member of the board shall be deemed to have abandoned office upon failure to attend any regular or special meeting of the board without excuse approved by resolution of the board for a period of four consecutive months or upon removal of the member's residence from the metropolitan area.
(i) Chairman removal.--The member of the board appointed under subsection (a)(8) may be removed from the board only for misfeasance or malfeasance by a vote of eight members of the board. Prior to the member being removed, the member of the board appointed under subsection (a)(8) must be given a copy of the charges and an opportunity to be heard. Notice of the charges must be provided at least ten days prior to the opportunity to be heard. A hearing conducted in accordance with this subsection must be held at a public meeting of the board. The vice chairman of the board shall file a copy of the charges, a copy of the record of the proceedings and a copy of the findings of the board with the Department of State. If the member of the board appointed under subsection (a)(8) is removed by the board, the members of the board appointed under subsection (a)(1) through (7) shall appoint an additional member to the board in accordance with the provisions of subsection (a)(8).
(j) Definition.--As used in this section, the term "actions by or on behalf of the board" means any action whatsoever of the board, including the hiring, appointment, removal, transfer, promotion or demotion of any officers and employees, the retention, use or remuneration of any advisors, counsel, auditors, architects, engineers or consultants, the initiation of any legal action, the making of any contracts, leases, agreements, bonds, notes or covenants, the approval of requisitions, purchase orders, investments and reinvestments and the adoption, amendment, revision or rescission of any rules and regulations, orders or other directives.
(k) Removal of chairman.--(Repealed).