(a) The Authority shall be governed by the Green Finance Authority Board, which shall consist of 11 members as follows:

(1) Four non-voting members as follows:

(A) The Director of the Department, or the Director's designee, who shall serve as vice chair of the Board;

(B) The Deputy Mayor for Planning and Economic Development, or the Deputy Mayor's designee;

(C) The Executive Director of the Office of Public-Private Partnerships, or the Executive Director's designee; and

(D) The CFO, or the CFO's designee; and

(2) Seven voting members appointed by the Mayor, one of whom shall be appointed by the Mayor as chair of the Board, as follows:

(A) Two members with experience at a financial institution operating within the District;

(B) Three members with financial, project development, or legal expertise in clean energy, clean infrastructure, clean transportation, stormwater management, or green infrastructure; and

(C) Two members with experience in affordable housing or community development.

(b) The voting members shall be appointed with the advice and consent of the Council, in accordance with § 1-523.01(e).

(c) A person appointed to fill a vacancy on the Board shall be appointed only for the unexpired term of the Board member whose vacancy is being filled.

(d) Except as provided in this subsection and subsections (c) and (g) of this section, each voting member shall serve a 3-year term; provided, that of the initial appointments of the 7 voting members of the Board, 2 shall be appointed by the Mayor for a term of 1 year, 3 shall be appointed by the Mayor for a term of 2 years, and 2 shall be appointed by the Mayor for a term of 3 years.

(e) The Mayor may remove a voting member of the Board for good cause.

(f) Any voting member shall be eligible for reappointment.

(g) A voting member whose term has expired may continue to serve for 180 days after the voting member's term expires, or until his or her replacement is appointed, whichever occurs first.

(h) A Board member shall not be entitled to compensation but may be reimbursed for actual and necessary expenses while engaged in official duties of the Authority, including transportation, parking, mileage expenses, and conference admission fees incurred. Reimbursements under this subsection shall not exceed $8,000 per Board member per fiscal year.

(i) Unless prohibited by law, a Board member may engage in private employment, a profession, or a business.

(j) A Board member shall not be held personally liable for an action taken in good faith during the course of his or her official duties.

(k) The Board shall designate a Secretary to the Board from among the members, who shall:

(1) Keep a record of the proceedings of the Board; and

(2) Maintain and be custodian of:

(A) All books, documents, and papers filed with the Board;

(B) The minutes book or journal of the Board; and

(C) The Board's official seal.

(l)(1) The Board shall establish a Special Committee on Sustainable Program Cooperation to include:

(A) At least one voting member of the Board;

(B) The Director of the Department, or the Director's designee; and

(C) The Managing Director of the Sustainable Energy Utility, or the Managing Director's designee.

(2) The Special Committee on Sustainable Program Cooperation shall advise the Board and the Authority on the design and implementation of the Authority's sustainable projects and programs to ensure that they are in alignment with and complementary to the sustainable projects and programs run by the Department, other District agencies, and the Sustainable Energy Utility.

(Aug. 22, 2018, D.C. Law 22-155, § 203, 65 DCR 7159.)