A. Selection Of Members; Term; Quorum:
1. Selection; Qualifications: The board of directors of the corporation, hereinafter referred to as the board, shall be comprised of three (3) members. One member shall be selected by the board of county commissioners of Camas County, one member shall be selected by the mayor with approval of the city council of the city of Fairfield, and the third member will be selected jointly by the board of county commissioners and the mayor and city council. Members of the board shall be residents of the county of Camas and may be a member of the board of county commissioners or the mayor or the city council of the city of Fairfield.
2. Term: Board members shall serve for a term of one year and the terms shall begin and end October 2 of each year.
3. Quorum: A majority of the members of the board in office shall constitute a quorum, and the approval of a majority of a quorum shall be necessary for the board to take any action.
B. Officers; Bylaws; Compensation:
1. Conduct Of Affairs: The affairs of the corporation shall be conducted and carried out by the board.
2. Officers: The board shall elect officers from among its own members. Such officers shall be elected at the initial meeting of the board in each calendar year, shall serve until their successors have been duly elected and qualified, and shall include a president and a secretary, and may include a vice president and an assistant secretary (provided that, in the event the board shall be comprised of only 3 members, the offices of vice president and assistant secretary may be simultaneously held by the same person, and provided further that, in the event the offices of the vice president and assistant secretary shall be simultaneously held by the same person, such person shall not execute and attest any resolution document, certificate, deed, mortgage, deed of trust, note, bond, contract, or other document or instrument). The board may elect such other officers as it shall from time to time determine to be necessary or desirable.
3. Bylaws: The board shall adopt bylaws and/or rules and regulations governing the election of officers, the powers and duties of such officers, the filling of vacancies in offices, the scheduling, giving notice of, and conduct of meetings, and the conduct of the corporation. Such bylaws, rules and regulations may be amended from time to time by the board; provided, that any such amendments shall be consistent with the provisions hereof.
4. Compensation: Members of the board shall serve without compensation but with reimbursement of expenses as may be provided in the bylaws, rules and regulations of the board. (Ord. 134, 10-4-1983)