(a) On July 1, 2026, the membership of the board of directors of the corporation is vacated and the board ceases to exist.
(b) (1) There is created a board of directors to govern the corporation consisting of nine (9) directors, appointed as follows:(A) Three (3) directors appointed by the governor;(B) Three (3) directors appointed by the speaker of the senate; and(C) Three (3) directors appointed by the speaker of the house of representatives.(2) The board appointed pursuant to subdivision (b)(1) immediately assumes the full authority of the board vacated pursuant to subsection (a), and all actions, contracts, and obligations of the corporation remain in full force and effect. The reconstituted board shall continue the operations of the corporation without interruption.
(1) There is created a board of directors to govern the corporation consisting of nine (9) directors, appointed as follows:(A) Three (3) directors appointed by the governor;(B) Three (3) directors appointed by the speaker of the senate; and(C) Three (3) directors appointed by the speaker of the house of representatives.
(A) Three (3) directors appointed by the governor;
(B) Three (3) directors appointed by the speaker of the senate; and
(C) Three (3) directors appointed by the speaker of the house of representatives.
(2) The board appointed pursuant to subdivision (b)(1) immediately assumes the full authority of the board vacated pursuant to subsection (a), and all actions, contracts, and obligations of the corporation remain in full force and effect. The reconstituted board shall continue the operations of the corporation without interruption.
(c) All appointments under subsection (b) must be made to ensure diversity of professional expertise, geography, and demographic representation consistent with the mission of the corporation.
(d) The term of each director begins on the date of appointment but must be calculated, for purposes of the term, from July 1, 2026. For purposes of staggering the terms of the board, each appointing authority shall appoint one (1) director to a term of four (4) years, one (1) director to a term of three (3) years, and one (1) director to a term of two (2) years.
(e) After the initial terms, the term of an appointed or reappointed director is four (4) years; provided, that, at the end of the director's term, the director shall continue to serve until a replacement is appointed by the appropriate appointing authority.
(f) (1) Each director of the board serves at the pleasure of the appointing authority and may be removed with or without cause.(2) If a director is removed, such vacancy must be filled in the same manner as other vacancies on the board.
(1) Each director of the board serves at the pleasure of the appointing authority and may be removed with or without cause.
(2) If a director is removed, such vacancy must be filled in the same manner as other vacancies on the board.
(g) (1) A vacancy on the board must be filled for the balance of the unexpired term in the same manner as the original appointment.(2) A vacancy in the membership of the board shall not impair the right of the directors to exercise all the powers and perform all the duties of the board.
(1) A vacancy on the board must be filled for the balance of the unexpired term in the same manner as the original appointment.
(2) A vacancy in the membership of the board shall not impair the right of the directors to exercise all the powers and perform all the duties of the board.
(h) (1) A majority of the directors in office constitutes a quorum for the transaction of business and for the exercise of any power or function of the corporation.(2) Action may be taken and motions and resolutions adopted by the board at a board meeting by the affirmative vote of a majority of present and voting directors.
(1) A majority of the directors in office constitutes a quorum for the transaction of business and for the exercise of any power or function of the corporation.
(2) Action may be taken and motions and resolutions adopted by the board at a board meeting by the affirmative vote of a majority of present and voting directors.
(i) Directors serve without compensation, but must be reimbursed for per diem and travel expenses in accordance with the comprehensive travel regulations as promulgated by the department of finance and administration and approved by the attorney general and reporter for each day's service spent in the performance of the duties of the corporation.
(j) The directors shall elect from their membership a chair and vice chair. The directors shall also elect a secretary and treasurer who may, from time to time, serve as the acting chief executive officer of the corporation. Such officers shall serve for such terms as are prescribed by the bylaws of the corporation or until their respective successors are elected and qualified. A director of the board shall not hold more than one (1) office of the corporation, except that the same director may serve as secretary and treasurer. Such officers are eligible for reelection. The chair shall preside at all meetings and have all the powers and privileges of other directors.
(k) The board shall meet at least quarterly, and at other times upon call of the chair or a majority of the directors.
(l) (1) A director of the board, or a member of their immediate family, shall not have a direct or indirect interest at the time of their appointment, or within a period of two (2) years prior to their appointment, in any undertaking that puts their personal interest in conflict with that of the corporation, including, but not limited to, any interest, through ownership, stock, or otherwise, in a major procurement contract or a participating retailer; provided, that a director, or a member of such director's immediate family, may hold an incidental interest not to exceed one percent (1%) of the outstanding stock of a participating retailer.(2) A director shall not make a contribution to the campaign of a candidate for the general assembly or to a candidate for governor.
(1) A director of the board, or a member of their immediate family, shall not have a direct or indirect interest at the time of their appointment, or within a period of two (2) years prior to their appointment, in any undertaking that puts their personal interest in conflict with that of the corporation, including, but not limited to, any interest, through ownership, stock, or otherwise, in a major procurement contract or a participating retailer; provided, that a director, or a member of such director's immediate family, may hold an incidental interest not to exceed one percent (1%) of the outstanding stock of a participating retailer.
(2) A director shall not make a contribution to the campaign of a candidate for the general assembly or to a candidate for governor.
(m) The board of directors may delegate to one (1) or more of its directors, to the chief executive officer, or to any agent or employee of the corporation such powers and duties as it may deem proper.