The corporation shall be managed by a board to be composed as follows: (1) ELECTION AND TERM OF OFFICE. (a) Two directors shall be elected from each district under s. 199.12. A director shall represent the interests of the residential utility consumers of his or her district and of the state. A director shall have one vote on the board. The term of office of a director elected under this subsection shall be 3 years except as provided under par. (b). No director may serve more than 2 consecutive full terms. (b) Of the directors first elected to the board, one-third, each from a different district, shall serve for a one-year term; onethird, each from a different district, shall serve for a 2-year term; and one-third plus any remaining number, each from a different district, shall serve for a 3-year term. The directors first elected to the board shall take office when certified as elected by the interim board under s. 199.12 (7) (e). The interim board of directors shall designate the length of the first terms under s. 199.11 (2) (g). (2) QUALIFICATIONS. A director shall be a resident of the district he or she represents and a member of the corporation. No person who is a director, employee or agent or who is a member of the immediate family of a director, employee or agent of any public utility is eligible to be a director. No director may hold any elective position, be a candidate for any elective position, or be a state public official as defined in s. 19.42 (14). (3) MEETINGS. The board shall hold regular meetings at least once every 3 months on such dates and at such places as it may determine. Special meetings may be called by the president or by a majority of the directors upon at least 5 days’ advance written notice. A majority of the directors shall constitute a quorum. A majority vote of the directors present shall determine any question. If the vote is a tie vote, the question shall fail. A summary of the minutes of every board meeting shall be distributed to all public libraries in the state. (4) EXPENSES. A director may not receive any compensation for his or her services but shall be reimbursed for wages actually lost in an amount not to exceed $50 per day and for necessary expenses, including travel expenses incurred in the discharge of duties. The board shall establish standard allowances for mileage, room and meals and the purposes for which such allowances may be made and shall determine the reasonableness and necessity for such reimbursements. The board shall include the schedule of such standard allowances in the annual report under s. 199.07 (4) (d). (5) BONDING. Directors and employees eligible to disburse funds shall be bonded. The costs of such bonds shall be paid by the corporation. (6) RECALL; SPECIAL ELECTIONS. (a) The members of a director’s district may file a petition for recall of the director no sooner than 6 months after his or her election and not later than 6 months prior to the end of the director’s term of office. To be valid the petition shall have the valid signatures of at least 33 percent of the vote cast in the director’s district in the last preceding director election. The signatures may not have a date which is less than 60 days before the date of filing. (b) Upon receipt of a valid petition under par. (a), or if a vacancy occurs under s. 199.12 (7) (g), the board shall set a date for a special election for the district for the purpose of electing a director to serve out the term of a director subject to recall or vacating a position and shall so notify every member. The election may not be less than 4 months nor more than 6 months after such notification. An election under this section shall be conducted under s. 199.12. (c) A director subject to recall may become a candidate in an election under this section. A director subject to recall shall continue to serve until the board certifies a candidate elected under s. 199.12 (7) (e).
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