(a) The initial size of the board of directors shall be determined in accordance with § 4705(a)(2) of this title. Unless restricted by the agreement specified in § 4705(b) of this title, and subject to the limits set forth in this section, the size of the board of directors may be adjusted in accordance with the adopted bylaws of the land bank and by adoption of a local law, ordinance, or resolution, as appropriate, of the applicable foreclosing governmental unit.

(b) Notwithstanding any law to the contrary, any public officer shall be eligible to serve as a board member and the acceptance of the appointment to the board shall neither terminate nor impair such public office. For purposes of this section, “public officer” shall mean a person who is elected to a state, county, or municipal office. Any state, county, or municipal employee shall also be eligible to serve as a board member. No more than half of the members of the board of a land bank shall be public officials or municipal employees.

(c) All board members of a land bank must either live in or work in a jurisdiction within the area covered by the land bank. The board shall include at least 1 voting member who maintains a membership with a recognized civic organization within the jurisdiction of the foreclosing governmental unit.

(d) Large jurisdictional land banks shall reserve 1 board seat for a member to be appointed by the Governor, 1 board seat for a member to be appointed by the President Pro Tempore of the Senate, and 1 board seat for a member to be appointed by the Speaker of the House of Representatives.

(e) The members of the board of directors shall select annually from among themselves a chair, a vice chair, a treasurer, and such other officers as the board may determine, and shall establish their duties as set forth in the bylaws of the land bank.

(f) The bylaws of the land bank shall establish rules and requirements relative to the attendance and participation of board members in board meetings, whether regular or special. Such bylaws may prescribe a procedure whereby, should any member fail to comply with such rules and regulations, such member may be disqualified and removed from office by no less than a majority vote of the remaining members of the board, and that member’s position shall be vacant as of the first day of the next calendar month. Any person removed under the provisions of this subsection shall be ineligible for reappointment to the board, unless such reappointment is confirmed by the board.

(g) A vacancy on the board shall be filled by the adoption of a local law, ordinance, or resolution, as appropriate, of the applicable foreclosing governmental unit and as provided in the bylaws of the land bank.

(h) Board members shall serve without compensation. Board members shall have the power to organize and reorganize the executive, administrative, clerical, and other departments of the land bank and to fix the duties, powers, and compensation of all employees, agents, and consultants of the land bank in the manner provided in the bylaws. The board may reimburse any board member for expenses actually incurred in the performance of his or her duties on behalf of the land bank.

(i) The board shall meet in regular session according to a schedule adopted by the board and may also meet in special session as convened by any officer of the board or upon written notice signed by a majority of the members of the board. The presence of a majority of the board’s total membership, not including vacancies, shall constitute a quorum.

(j) All actions of the board shall be approved by the affirmative vote of a majority of the board members present and voting at the applicable meeting. However, no action of the board shall be authorized on any of the following matters unless approved by a majority of the total board membership:

(1) Adoption of bylaws and other rules and regulations for conduct of the land bank’s business.

(2) Hiring or firing of any employee or contractor of the land bank. This function may, by majority vote, be delegated by the board to a specified officer or committee of the land bank, under such terms and conditions, and to the extent, that the board may specify.

(3) The incurring of debt.

(4) Adoption or amendment of the annual budget.

(5) Sale, lease, encumbrance, or alienation of real property, improvements, or personal property with a value of more than $50,000.

(k) Vote by proxy shall not be permitted. Any board member may request a recorded vote on any resolution or action of the land bank. Board members may participate in board meetings by telephone or video conference to the extent permitted by the bylaws of the land bank.

80 Del. Laws, c. 155, § 1; 70 Del. Laws, c. 186, § 1.