Section 441.540 - Board of directors; rules; conflict of interest; quorum; personnel(1) An authority shall be managed and controlled by a board of directors, who shall be appointed by the governing body. The directors may be removed for cause or at the will of the governing body. The directors shall serve without compensation. However, the authority may reimburse the directors for their expenses incurred in the performance of their duties.(2) The board of directors shall adopt and may amend rules for calling and conducting its meetings and carrying out its business and may adopt an official seal. All decisions of the board shall be by motion or resolution and shall be recorded in the board's minute book which shall be a public record. A majority of the board shall constitute a quorum for the transaction of business and a majority thereof shall be sufficient for the passage of any such motion or resolution.(3) The board may employ such employees and agents as it deems appropriate and provide for their compensation.(4) Notwithstanding the exception for pecuniary benefit or detriment described in ORS 244.020(13)(c), a director is a public official subject to the requirements of ORS chapter 244 based on an actual conflict of interest or a potential conflict of interest arising out of the director's relationship with a nonprofit corporation that is tax-exempt under section 501(c) of the Internal Revenue Code, including employment with the nonprofit corporation or a relationship with a foundation that provides assistance to the nonprofit corporation. Amended by 2015 Ch. 620,§ 9, eff. 7/1/2015.1973 c.153 §4; 1977 c.201 §5; 2007 c. 813, § 1; 2009 c. 68, § 20