§ 44. Governing board; creation and membership. 1. Every cooperative
investment agreement shall be administered by a governing board. The
numerical membership of the board shall be not less than ten percent of
the total number of participants in the agreement as of April first each
year; provided, however, that in no event shall the numerical membership
of the board be less than three, except in those instances where the
cooperative investment agreement has only two participants, in which
event the numerical membership of the board shall be two; and provided
further that in no event shall the numerical membership of the board be
more than fifteen. All board members shall be chief fiscal officers
of participants or such other officers or employees of participants
having knowledge and expertise in financial matters. Candidates for
board membership shall be nominated by the participants they represent.

2. Of the initial governing board members, one-third shall serve one
year terms, one-third shall serve two year terms, and one-third shall
serve three year terms. In the event that the board has only two
members, one member of the initial board shall serve a two year term and
the other member shall serve a three year term. Thereafter, all board
members shall serve three year terms. An annual election shall be held
for those board members whose terms have expired. The first such
election shall be held within ninety days of the date on which the
participants enter into the cooperative investment agreement.
Thereafter, the board shall establish an annual date for the
election. All participants shall be given at least thirty days notice
of an election and the opportunity to vote by mail or proxy.

3. If a member becomes ineligible for office because he or she is no
longer the chief fiscal officer or other officer or employee of a
participant or the municipal corporation he or she represents is no
longer a participant in the agreement, or if for any other reason a
member resigns or can no longer fulfill the obligations of membership,
then the remaining members of the board may appoint an eligible chief
fiscal officer to fill the vacancy until the next annual election at
which time the unexpired term of the vacancy shall be filled in the
same manner as all board member positions.

4. A quorum of the members must be present to transact any board
business. Two-thirds of the membership shall constitute a quorum. To
transact any business or exercise any power, the board shall act by a
majority vote of the members present at any meeting at which a quorum
is in attendance. A member of the board may designate a representative
to attend meetings, vote or otherwise act on his or her behalf.

5. The board shall meet at least quarterly at dates and times to be
established by the members of the board.

6. All members must have an appropriate bond or undertaking in an
amount to be determined by the board. The cost of such bond or
undertaking shall be deemed to be an expense incurred by the board in
administering the investments made pursuant to the agreement.

7. The provisions of article eighteen of this chapter shall apply to
the governing board as if the governing board were a municipality. No
member of the governing board shall have an interest in a contract
entered into by the governing board prohibited by section eight hundred
one of this chapter. In addition, except as provided in section eight
hundred two of this chapter, an officer or employee of a participant
shall be prohibited from having an interest, as defined in subdivision
three of section eight hundred of this chapter, in any contract entered
into by the governing board of the cooperative investment agreement.

8. No member may receive compensation from the cooperative investment
agreement for service as a board member, but may be reimbursed for
actual and necessary expenses incurred in the performance of his or
her official duties as a board member.