§31-18E-5. Board of directors of a land reuse agency.

(a) Membership. -- A board shall consist of an odd number of members and be not less than five members nor more than eleven members. Unless restricted by the actions or agreements specified in section four of this article and subject to the limits stated in this section, the size of the board may be adjusted in accordance with bylaws of the land reuse agency.

(b) Eligibility to serve on board. --

(1) Notwithstanding any law to the contrary, a public officer is eligible to serve as a board member, and the acceptance of the appointment neither terminates nor impairs that public office;

(2) A municipal employee is eligible to serve as a board member;

(3) An established land reuse agency board shall include at least one voting member who:

(A) Is a resident of the land reuse jurisdiction;

(B) Is not a public official or municipal employee; and

(C) Maintains membership with a recognized civic organization within the land reuse jurisdiction;

(4) A member removed under subdivision (3), subsection (d) of this section is ineligible for reappointment to the board unless the reappointment is confirmed unanimously by the board;

(5) As used in this subsection, the term "public officer" means an individual who is elected to office.

(c) Officers. -- The members of the board shall select annually from among their members a chair, vice chair, secretary, treasurer and other officers as the board determines.

(d) Rules. -- The board shall establish rules on all of the following:

(1) Duties of officers;

(2) Attendance and participation of members in its regular and special meetings;

(3) A procedure to remove a member by a majority vote of the other members for failure to comply with a rule; and

(4) Other matters necessary to govern the conduct of a land reuse agency.

(e) Vacancies. -- A vacancy on the board shall be filled in the same manner as the original appointment. Upon removal under subdivision (3), subsection (d) of this section, the position becomes vacant.

(f) Compensation. -- Board members serve without compensation. The board may reimburse a member for expenses actually incurred in the performance of duties on behalf of the land reuse agency.

(g) Meetings. -- (1) The board shall meet as follows:

(A) In regular session according to a schedule adopted by the board;

(B) In special session:

(I) As convened by the chair; or

(ii) Upon written notice signed by a majority of the members;

(2) A majority of the board, excluding vacancies, is a quorum. Physical presence is required under this paragraph.

(h) Voting. -- (1) Except as set forth in subdivision (2) or (3) of this subsection or elsewhere in this article, action of the board must be approved by the affirmative vote of a majority of the board present and voting.

(2) Action of the board on the following matters must be approved by a majority of the entire board membership:

(A) Adoption of bylaws;

(B) Adoption of rules under subsection (d) of this section;

(C) Hiring or firing of an employee or contractor of the land reuse agency. This function may, by majority vote of the entire board membership, be delegated by the board to a specified officer or committee of the land reuse agency;

(D) Incurring of debt;

(E) Adoption or amendment of the annual budget; or

(F) Sale, lease, encumbrance or alienation of real property or personal property with a value of more than $50,000.

(3) A resolution under section fourteen of this article, relating to dissolution of a land reuse agency, must be approved by two thirds of the entire board membership.

(4) A member of the board may not vote by proxy.

(5) A member may request a recorded vote on any resolution or action of the land reuse agency.

(i) Immunity. -- A land reuse jurisdiction which establishes a land reuse agency and a municipality or county which are parties to an intergovernmental cooperation agreement establishing a land reuse agency shall not be liable personally on the bonds or other obligations of the land reuse agency. Rights of creditors of a land reuse agency are solely against the land reuse agency.