Michigan § 259.140 - Board; membership; terms; qualifications; appointment; expiration; resignation; vacancy; removal; first meeting; election of officers; withdrawal of power from chief executive officer; compensation; expenses; action of board by resolution or ordinance; vote; quorum.

(1) An authority created under this chapter must be directed and governed by a board consisting of not fewer than 5 and not more than 9 members, who shall serve 3-year terms. The initial terms of the board members must be staggered so that the terms of not less than 20% of the members expire each year.

(2) The articles of incorporation of an authority created under this chapter must specify the number and qualifications of the members of the board. However, not more than 45% of the members may be elected officials, and at least 1 member must be a resident of a jurisdiction in this state located outside the boundaries of the local government. At a minimum, a board member must have experience in aviation, business, accounting, finance, marketing, engineering, law, real estate, economic development, management, or another field of value to the operation of the airport. A full-time paid employee of the local government is not eligible for appointment to the board.

(3) Within 60 days after incorporation of a regional authority, the members of the legislative body of the local government shall appoint the members of the board. Before assuming the duties of office, a member of the board must qualify by taking and subscribing to the constitutional oath of office.

(4) A member of the board whose term has expired shall hold office until the board member's successor is appointed and qualified, or until resignation or removal. If a member of the board is removed or is unable to complete his or her term of office, the legislative body shall appoint a successor to complete the term. A member of the board may resign by written notice to the regional authority. The resignation is effective on receipt by the secretary or chairperson of the regional authority or at a subsequent time as set forth in the notice of resignation. The regional authority shall promptly advise the local government in writing of any vacancy. The legislative body shall appoint a new member to fill the vacancy within 60 days after the local government is advised of the notice of resignation by the regional authority.

(5) The local government may only remove a board member for cause. Cause includes failure to attend at least 70% of the meetings of the board each fiscal year, conviction of a felony, breach of fiduciary duty to the regional authority, and other conduct as specified in the articles of incorporation or bylaws of the regional authority.

(6) Within 90 days after a regional authority is incorporated under section 139, the board of the regional authority shall hold its first meeting. At the first meeting, the board shall organize by electing a chairperson, a vice-chairperson, a secretary, and any additional officers that the board considers necessary. With the exception of the treasurer, all officers of the board must be elected annually by, and must be members of, the board.

(7) Except for those powers reserved or delegated to the chief executive officer of the regional authority by this chapter or by the board as provided in section 142(3), the board may withdraw from the chief executive officer any power that the board has delegated to the chief executive officer.

(8) A regional authority shall not compensate a member of the board for service to the authority or attendance at a meeting, but may reimburse a member for an actual and necessary expense incurred in the discharge of the member's official duties.

(9) A board may act only by resolution or ordinance. Unless the articles of incorporation or bylaws of the regional authority require otherwise, a vote of the majority of the board members present at a meeting of the board or a committee of the board at which a quorum is present constitutes the action of the board or committee.