1-9-4: BOARD OF DIRECTORS:

   A.   Composition: The Board of Directors of the Corporation shall be comprised of five (5) residents of the County, appointed by the Board of Ada County Commissioners, by duly adopted resolution. No member of the Board may hold elective office in any Federal, State, County or municipal governmental agency during his term on the Board. The members shall serve staggered terms of two (2) or four (4) years in length. Three (3) members shall be appointed to four (4) year terms. Two (2) members shall be appointed to two (2) year terms. Members may be reappointed to any number of successive terms. In the event that a member of the Board shall for any reason be unwilling or unable to serve as a Director of the Board, the Board of Ada County Commissioners shall, by resolution, designate a resident of the County to serve as a Director of the Board in place of such member for a term coterminous with the duration of such member's term in office. (Ord. 129, 3-9-83; amd. 1984 Code)

   B.   Officers of the Board: The Board shall elect officers from among its own members. Such officers shall be elected at the initial meeting of the Board in each calendar year, shall serve until their successors have been duly elected, and shall include a president and a secretary, and may include a vice-president and an assistant secretary. The offices of vice-president and assistant secretary may be held simultaneously by the same person, provided that in such event, such person shall not both execute and attest any resolution, document, certificate, deed, mortgage, deed of trust, note, bond, contract or other document or instrument. The Board may elect such other officers as it shall from time to time determine to be necessary or desirable.

   C.   Bylaws, Rules and Regulations of the Board: The Board shall adopt bylaws and/or rules and regulations governing the election of officers, the power and duty of such officers, the filling of vacancies in offices, the scheduling, giving notice of, and conduct of meetings, and the conduct of the Corporation. Such bylaws, rules and regulations may be amended from time to time by the Board, provided that any such amendment shall be consistent with the provisions hereof.

   D.   Meetings, Quorum: A majority of the members of the Board shall constitute a quorum, and the approval of a majority of a quorum shall be necessary for the Board to take any action.

   E.   Functions of Board: The affairs of the Corporation shall be conducted and carried out by the Board.

   F.   Compensation, Expenses of Board Members: Members of the Board shall serve without compensation but with reimbursement of expenses as may be provided in the bylaws, rules and regulations of the Board.