(a) The corporation shall have a board of directors composed of the number of directors provided in the certificate of incorporation. All powers of the corporation shall be exercised by the board or pursuant to its authorization.

(b) (1) The directors shall be qualified electors of the municipality and shall be elected by the governing body for staggered terms of office as follows:

(A) The first term of one-third (1/3) of the directors shall be two (2) years;

(B) Another one-third (1/3) shall be elected for four (4) years; and

(C) The remaining one-third (1/3) shall be elected for six (6) years.

(2) Thereafter, the term of office of each director shall be six (6) years.

(c) If any director resigns, dies, becomes incapable of acting as a director, or ceases to be a qualified elector of the municipality, the board shall nominate one (1) or more qualified electors, and the governing body shall elect from those nominated a successor to serve for the unexpired period of his term.

(d) Directors shall be eligible for reelection to succeed themselves in office.

(e) In the case of a vacancy by virtue of the expiration of a term, the board shall nominate one (1) or more qualified electors. The governing body shall then elect from those nominated the person to serve for a regular term in the position involved.

(f)

(1) A majority of the members of the board shall constitute a quorum for the transaction of business.

(2) No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and duties of the corporation.

(g) The members of the board and the officers of the corporation shall serve without compensation, except that they may be reimbursed for actual expenses incurred in and about the performance of their duties.

(h)

(1) All proceedings of the board shall be reduced to writing by the secretary of the corporation and recorded in a well bound book.

(2) Copies of such proceedings, when certified by the secretary of the corporation under its seal, shall be received in all courts as evidence of the matters and things certified.