(a)    (1)    There is a Board of Directors of the Corporation.

(2)    The Board shall manage the affairs of the Corporation and shall exercise all of its corporate powers.

(b)    (1)    The Board shall consist of 37 members, as follows:

(i)    the Mayor of Baltimore, serving ex officio, or the Mayor’s designee; and

(ii)    thirty-six members appointed by the Governor, as follows:

1.    one representative of Morgan State University, approved by the Board of Regents of the University;

2.    the chairman of the Commission on African American History and Culture or the chairman’s designee and two other Commission members approved by the Commission, to provide continuing coordination and cooperation between the Corporation and the Commission and to ensure consistency with the statewide programs and mandates of the Commission;

3.    four representatives of African American historical or cultural institutions in the State; and

4.    twenty-eight members who have expertise in African American history, culture, museums, or related areas, expertise in fund-raising, or represent the diversity of communities throughout the State that can benefit from the activities of the Corporation.

(2)    (i)    Except as provided in subparagraph (ii) of this paragraph, the members appointed to the Board shall represent the geographic makeup of the State and shall be racially and ethnically diverse.

(ii)    The Governor may appoint to the Board up to five members from outside the State if necessary to ensure that the membership of the Board satisfies the requirements specified in paragraph (1)(ii)4 of this subsection.

(c)    A member of the Board:

(1)    is not entitled to compensation as a member of the Board; but

(2)    is entitled to reimbursement for expenses in accordance with the Standard State Travel Regulations.

(d)    (1)    The term of an appointed member of the Board is 4 years.

(2)    Before taking office, each appointee to the Board shall take the oath required by Article I, § 9 of the Maryland Constitution.

(3)    The terms of members are staggered as required by the terms provided for members of the Board on October 1, 2004.

(4)    At the end of a term, a member continues to serve until a successor is appointed and qualifies.

(5)    A member who is appointed after a term has begun serves only for the remainder of the term and until a successor is appointed and qualifies.

(e)    (1)    From among its members, the Board shall elect a chairman, a vice chairman, and a treasurer.

(2)    A majority of the members then serving on the Board is a quorum.

(3)    A vacancy in the membership of the Board does not impair the right of a quorum of the Board to exercise the rights and perform the duties of the Corporation.

(4)    The Board shall appoint an executive committee and may appoint other committees that the Board considers necessary or desirable.