Sec. 5. (a) A port authority created in accordance with the provisions of this chapter shall be governed by a board of directors. Except as provided in subsection (c), members of a board of directors of a port authority created by the exclusive action of a municipal corporation shall consist of the number of members it deems necessary and be appointed by the mayor with the advice and consent of the common council. Members of a board of directors of a port authority created by the exclusive action of a county shall consist of such members as it deems necessary and be appointed by the county commissioners of such county. Members of a board of directors of a port authority created by a combination of political subdivisions shall be divided among such political subdivisions in such proportions as such political subdivisions may agree and appointed in the same manner as this section provides for their appointment when such political subdivision creates its own port authority. When a port authority is created by a combination of political subdivisions, the number of directors composing the board shall be determined by agreement between such political subdivisions.

(b) In the case of a port authority created under section 2 of this chapter in a county having a population of more than four hundred thousand (400,000) but less than seven hundred thousand (700,000), the board of directors shall consist of seven (7) members, three (3) of whom shall be appointed by the board of county commissioners, one (1) each by the mayors of the three (3) cities in the county having the largest populations, and the mayor of the city having the largest population shall appoint any remaining member or members. The board shall be appointed as follows:

(1) The mayors of the three (3) cities in the county having the largest populations shall each make one (1) appointment.

(2) The board of county commissioners shall make its three (3) appointments following the naming of the city appointees and appoint persons of such political faith as to make the board of directors a bipartisan body.

(3) If a city is entitled to a second appointment, the mayor shall make the appointment subject to retaining the board's bipartisan status.

(4) In no event may more than three (3) board members residing in the same city serve on said board at the same time.

(5) In no event may more than four (4) members of one (1) political party serve on the board at the same time.

(c) This subsection applies to a port authority created under section 2 of this chapter by the exclusive action of a municipal corporation in a city having a population of more than eighty thousand five hundred (80,500) but less than one hundred thousand (100,000). The board of directors of the port authority consists of five (5) members appointed as follows:

(1) Three (3) members appointed by the mayor of the city.

(2) Two (2) members appointed by the legislative body of the city.

(d) The appointing authority may at any time remove a director appointed by it for misfeasance, nonfeasance, or malfeasance in office.

(e) At the time of appointment, a director must be a resident of one (1) of the following:

(1) The political subdivision from which the director is appointed.

(2) The county within which the port authority is established.

At all times, a majority of the directors must be residents of the political subdivisions from which the members are appointed.

(f) The directors of any port authority first appointed shall serve staggered terms. Thereafter each successor shall serve for a term of four (4) years, except that any person appointed to fill a vacancy shall be appointed to only the unexpired term and any director shall be eligible for reappointment.

(g) The directors shall elect one (1) of their membership as chairman, and another as vice chairman, and shall designate their terms of office, and shall appoint a secretary who need not be a director. A majority of the board of directors shall constitute a quorum the affirmative vote of which shall be necessary for any action taken by the port authority. No vacancy in the membership of the board shall impair the rights of a quorum to exercise all the rights and perform all the duties of the port authority.

(h) Each member of the board of directors of a port authority shall be entitled to receive from the port authority such sum of money as the board of directors may determine as compensation for the member's service as director and reimbursement for the member's reasonable expenses in the performance of the member's duties.

Formerly: Acts 1959, c.343, s.5; Acts 1975, P.L.86, SEC.2. As amended by P.L.12-1992, SEC.62; P.L.68-1996, SEC.3; P.L.88-1997, SEC.1; P.L.119-2012, SEC.87.