(a) Functions and composition. The authority shall be governed and all of its corporate powers, duties, and functions shall be exercised by a board of directors. The board of directors shall be composed of the same persons who are serving as members of the board of commissioners of the commission pursuant to Code Section 20-3-234. The executive director of the authority, or president, if designated by such title by the board of directors, shall be an ex officio member of the board of directors. The board of directors provided for by this subsection shall be the successor to and a continuation of, without interruption, the board of directors of the previously existing Georgia Higher Education Assistance Authority. No director shall be eligible to become an officer or employee of the authority for a period of one year after expiration of the director's period of service as a director of the authority.

(b) Organization and conduct of affairs. Subsections (c) through (h) of Code Section 20-3-234, pertaining to the commission and relative to officers of the board of commissioners, meetings of the board of commissioners, executive committee, other committees, compensation of commissioners, and advisory councils, inclusively, are incorporated by reference into this subsection and shall apply to the board of directors in the same manner as if fully set out, with conformable language, in this subsection. The board of directors shall organize and conduct its affairs in accordance with such provisions of law; provided, however:

(1) That nothing in this Code section shall be construed to mean that the board of directors must elect the same persons to serve as officers of the board of directors as are elected by the board of commissioners of the commission to serve as officers of the board of commissioners;

(2) That no person serving as a public commissioner of the commission and thereby as a director of the authority shall receive more than one day's per diem plus actual expenses incurred for one day's service or portion thereof rendered to the state; and

(3) That the limitation as to the number of days during any fiscal year that per diem may be paid to a public commissioner of the commission shall be inclusive of services rendered by such person as a director of the authority.