Section 2399.61 - Governing board(a) The power of the authority shall be exercised by a governing board composed of eleven members appointed as follows: (1) The mayor or, if there is no mayor, the governing body of the municipality in which the convention center facilities are located shall appoint two members. The term of office of these members shall be four years. The terms of the first two members appointed shall be allocated between them for a two-year and four-year term, respectively. In all cases, the beginning of the term shall be deemed 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 the convention center facilities are located shall appoint seven members. The term of office of these members shall be four years. The terms of the first seven members appointed shall be allocated among them as follows: one one-year term, two two-year terms, two three-year terms and two four-year terms. In all cases, the beginning of the term shall be deemed January 1 of the year of appointment, subject to subsection (b).(3) Two members shall be appointed by the Governor with the advice and consent of a majority of the members of the Senate. (b) Except as otherwise provided, members shall serve a four-year 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, resignation or removal of a member, subject to the provisions of subsection (a), the appointing authority shall appoint a successor to fill the unexpired term.(c) The members of the board shall not be compensated for their service on the board or for any other position in which they 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)(1) The members of the board shall select from among themselves a chairman and such other officers as the board may determine. 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 shall provide for a majority vote by a present quorum of not less than six members in the absence of a full 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 an officer of the board or the authority except upon the approval or prior authorization of the board. As used in this subsection, the term "actions by or on behalf of the board" means any action whatsoever of the board, including, but not limited to, the hiring, appointment, removal, transfer, promotion or demotion of any officers and employes, 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 clause (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 such 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) Members of the board shall not be liable personally on 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, whether or not currently serving as a member of the authority, against and from any and all personal liabilities, actions, causes of action and claims made against them for whatever actions they perform within the scope of their duties as board members.Amended by P.L. 148 2013 No. 27, § 1, eff. 6/27/2013.1955, Aug. 9, P.L. 323, No. 130, § 2399.61, added 2000, Oct. 18, P.L. 541, No. 73, § 2, effective in 60 days.