A. The board of directors of the corporation shall be composed of the members of the board of county commissioners as constituted from time to time. A majority of the members of the board of directors shall constitute a quorum.
B. The affairs of the corporation shall be conducted and carried out by the board of directors. The board shall elect among its own members a president, a vice president, a treasurer and a secretary, one of whom shall be eligible to hold two (2) offices. The board of directors shall adopt rules and regulations governing the conduct of the corporation.
C. Members of the board of directors shall serve with such compensation as may be provided in the rules and regulations (bylaws) to be adopted by the board of directors.
D. No director, officer, agent or employee of the corporation shall have directly or indirectly any financial interest in any property to be included in or any contract for property service or materials to be furnished or used in connection with any industrial development facilities financed through the corporation.
E. Every person who was or is a party, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the state from time to time against all expenses, liability and loss (including attorney fees, judgments, fines and amounts paid or to be paid in settlement), reasonably incurred or suffered by him in connection therewith. Such rights of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and without limiting the generality of such statement, they shall be entitled to their respective right of indemnification under any bylaw, agreement, vote of stockholders or provision of law, or otherwise, as well as their rights under this section. The board of directors may adopt bylaws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the laws of the state, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person. (Ord. 59, 2-2-1983)