Section 44. Governing board; creation and membership

1. Every cooperative
  investment  agreement  shall  be administered by a governing board.  The
  numerical membership of the board shall be not less than ten percent  of
  the total number of participants in the agreement as of April first each
  year; provided, however, that in no event shall the numerical membership
  of  the  board  be  less than three, except in those instances where the
  cooperative  investment agreement has only  two  participants,  in which
  event the  numerical membership of the board shall be two; and  provided
  further  that in no event shall the numerical membership of the board be
  more than fifteen.   All  board  members shall  be chief fiscal officers
  of participants or such other  officers  or  employees  of  participants
  having  knowledge  and  expertise in financial matters.  Candidates  for
  board membership shall be nominated by the participants they represent.
    2.  Of the initial governing board members, one-third shall serve  one
  year terms,  one-third  shall serve two year terms, and one-third  shall
  serve  three  year  terms.  In  the  event  that  the board has only two
  members, one member of the initial board shall serve a two year term and
  the other member shall serve a three year term.  Thereafter,  all  board
  members  shall serve three year  terms. An annual election shall be held
  for those board members whose  terms have expired.     The   first  such
  election    shall  be  held  within ninety days of the date on which the
  participants  enter   into   the   cooperative   investment   agreement.
  Thereafter,  the  board  shall  establish   an annual   date   for   the
  election.    All participants shall be given at least thirty days notice
  of an election and the opportunity to vote by mail or proxy.
    3. If a member becomes ineligible for office because he or she  is  no
  longer the chief fiscal officer  or  other  officer  or  employee  of  a
  participant  or  the  municipal  corporation  he or she represents is no
  longer a participant in the agreement, or if  for  any  other  reason  a
  member resigns or can no longer fulfill the obligations  of  membership,
  then  the  remaining  members of the board may appoint an eligible chief
  fiscal officer to fill the vacancy  until the  next annual  election  at
  which time the unexpired term of the vacancy   shall be  filled  in  the
  same manner as all board member positions.
    4.  A  quorum  of  the  members  must be present to transact any board
  business. Two-thirds of the membership shall constitute a   quorum.   To
  transact  any  business  or exercise any power, the board shall act by a
  majority vote of the members present at any meeting at which  a   quorum
  is  in  attendance. A member of the board may designate a representative
  to attend meetings, vote or otherwise act on his or her behalf.
    5. The board shall meet at least quarterly at dates and times   to  be
  established by the members of the board.
    6. All members must have an appropriate  bond  or  undertaking  in  an
  amount  to    be  determined  by  the  board.   The cost of such bond or
  undertaking shall be deemed to be an expense incurred by  the  board  in
  administering the investments made pursuant to the agreement.
    7.  The  provisions of article eighteen of this chapter shall apply to
  the governing board as if the governing board were  a  municipality.  No
  member  of  the  governing  board  shall  have an interest in a contract
  entered into by the governing board prohibited by section eight  hundred
  one  of  this  chapter. In addition, except as provided in section eight
  hundred two of this chapter, an officer or  employee  of  a  participant
  shall  be  prohibited from having an interest, as defined in subdivision
  three of section eight hundred of this chapter, in any contract  entered
  into by the governing board of the cooperative investment agreement.
    8.  No member may receive compensation from the cooperative investment
  agreement for service as a board member, but may   be   reimbursed   for

  actual    and necessary expenses  incurred  in the performance of his or
  her official duties as a board member.