§ 44. Governing board; creation and membership. 1. Every cooperative\ninvestment agreement shall be administered by a governing board. The\nnumerical membership of the board shall be not less than ten percent of\nthe total number of participants in the agreement as of April first each\nyear; provided, however, that in no event shall the numerical membership\nof the board be less than three, except in those instances where the\ncooperative investment agreement has only two participants, in which\nevent the numerical membership of the board shall be two; and provided\nfurther that in no event shall the numerical membership of the board be\nmore than fifteen. All board members shall be chief fiscal officers\nof participants or such other officers or employees of participants\nhaving knowledge and expertise in financial matters. Candidates for\nboard membership shall be nominated by the participants they represent.\n 2. Of the initial governing board members, one-third shall serve one\nyear terms, one-third shall serve two year terms, and one-third shall\nserve three year terms. In the event that the board has only two\nmembers, one member of the initial board shall serve a two year term and\nthe other member shall serve a three year term. Thereafter, all board\nmembers shall serve three year terms. An annual election shall be held\nfor those board members whose terms have expired. The first such\nelection shall be held within ninety days of the date on which the\nparticipants enter into the cooperative investment agreement.\nThereafter, the board shall establish an annual date for the\nelection. All participants shall be given at least thirty days notice\nof an election and the opportunity to vote by mail or proxy.\n 3. If a member becomes ineligible for office because he or she is no\nlonger the chief fiscal officer or other officer or employee of a\nparticipant or the municipal corporation he or she represents is no\nlonger a participant in the agreement, or if for any other reason a\nmember resigns or can no longer fulfill the obligations of membership,\nthen the remaining members of the board may appoint an eligible chief\nfiscal officer to fill the vacancy until the next annual election at\nwhich time the unexpired term of the vacancy shall be filled in the\nsame manner as all board member positions.\n 4. A quorum of the members must be present to transact any board\nbusiness. Two-thirds of the membership shall constitute a quorum. To\ntransact any business or exercise any power, the board shall act by a\nmajority vote of the members present at any meeting at which a quorum\nis in attendance. A member of the board may designate a representative\nto attend meetings, vote or otherwise act on his or her behalf.\n 5. The board shall meet at least quarterly at dates and times to be\nestablished by the members of the board.\n 6. All members must have an appropriate bond or undertaking in an\namount to be determined by the board. The cost of such bond or\nundertaking shall be deemed to be an expense incurred by the board in\nadministering the investments made pursuant to the agreement.\n 7. The provisions of article eighteen of this chapter shall apply to\nthe governing board as if the governing board were a municipality. No\nmember of the governing board shall have an interest in a contract\nentered into by the governing board prohibited by section eight hundred\none of this chapter. In addition, except as provided in section eight\nhundred two of this chapter, an officer or employee of a participant\nshall be prohibited from having an interest, as defined in subdivision\nthree of section eight hundred of this chapter, in any contract entered\ninto by the governing board of the cooperative investment agreement.\n 8. No member may receive compensation from the cooperative investment\nagreement for service as a board member, but may be reimbursed for\nactual and n
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