Section 2399.11 - Governing board(a) The power of the authority shall be exercised by a governing board composed of the following members:(1) The governing body of the county seat in which the convention center is located shall appoint three members. The term of office of these members shall be four years. 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 term of office of these members shall be four years. 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 for four years.(4) Deleted by 2004, Nov. 30, P.L. 1661, No. 209, § 1, imd. effective.(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) Subject to such aggregate per annum limitation and other rules and regulations as the board shall determine, a member shall receive one hundred dollars ($100) per board meeting.(d) 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 four 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 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 except upon the approval 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.(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 currently serving as a member of the authority or not, 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.1955, Aug. 9, P.L. 323, No. 130, § 2399.11, added 1999, Nov. 3, P.L. 461, No. 42, § 3, imd. effective. Amended 2004, Nov. 30, P.L. 1661, No. 209, § 1, imd. effective.