Section 10. (a) The interstate commission shall, by a majority vote of the members present and voting and within 12 months after the first interstate commission meeting, adopt by-laws to govern the conduct that is necessary or appropriate to carry out the purposes of this compact, which shall include, but not be limited to:

(1) establishing the fiscal year of the interstate commission;

(2) establishing an executive committee and other committees as may be necessary;

(3) providing for the establishment of committees and for governing any general or specific delegation of authority or function of the interstate commission;

(4) providing reasonable procedures for calling and conducting meetings of the interstate commission and ensuring reasonable notice of each meeting;

(5) establishing the titles and responsibilities of the officers and staff of the interstate commission;

(6) providing a mechanism for concluding the operations of the interstate commission and the return of surplus funds that may exist upon the termination of this compact after the payment and reserving of all of its debts and obligations; and

(7) providing start-up rules for initial administration of the compact.

(b) The interstate commission shall, by a majority of the members, elect annually from among its members a chairperson, a vice-chairperson and a treasurer, each of whom shall have the authority and duties specified in the by-laws. The chairperson or, in the chairperson's absence or disability, the vice-chairperson, shall preside at all meetings of the interstate commission. The elected officers shall serve without compensation or remuneration from the interstate commission; provided, that subject to the availability of budgeted funds, the officers shall be reimbursed for ordinary and necessary costs and expenses incurred by them in the performance of their responsibilities as officers of the interstate commission.

(c) The executive committee shall have such authority and duties as may be set forth in the by-laws, including, but not limited to: (i) managing the affairs of the interstate commission in a manner consistent with the by-laws and purposes of the interstate commission; (ii) overseeing an organizational structure within the interstate commission and establishing appropriate procedures for the interstate commission to provide for the creation of rules, operating procedures and administrative and technical support functions; and (iii) planning, implementing and coordinating communications and activities with other state, federal and local government organizations in order to advance the goals of the interstate commission.

(d) The executive committee may, subject to the approval of the interstate commission, appoint or retain an executive director for a period, during which the terms, conditions and compensation shall be set by the interstate commission. The executive director shall serve as secretary to the interstate commission, but shall not be a member of the interstate commission. The executive director shall hire and supervise other personnel when authorized by the interstate commission.

(e) The interstate commission's executive director and employees shall be immune from suit and liability, either personally or in their official capacity, for a claim for damage to or loss of property, personal injury or other civil liability caused by, arising out of or relating to an actual or alleged act, error or omission that occurred, or that the person had a reasonable basis for believing occurred, within the scope of interstate commission employment, duties or responsibilities; provided, that the interstate commission's executive director and employees shall not be protected from suit or liability for damage, loss, injury or liability caused by the intentional or willful and wanton misconduct of such person.

(f) The liability of the interstate commission's executive director, employees or representatives for acts, errors or omissions that occur while acting within the scope of employment and within the person's state may not exceed the limits of liability set forth under the constitution and laws of that state for state officials, employees and agents. The interstate commission is considered to be an instrumentality of the states for the purposes of any such action. Nothing in this subsection shall be construed to protect the person from suit or liability for damage, loss, injury or liability caused by the intentional or willful and wanton misconduct of such person.

(g) The interstate commission shall defend the executive director and its employees and, subject to the approval of the attorney general or other appropriate legal counsel of the member state represented by an interstate commission, shall defend interstate commission representatives in any civil action seeking to impose liability arising out of an actual or alleged act, error or omission that occurred within the scope of interstate commission employment, duties or responsibilities, or that the defendant had a reasonable basis for believing occurred within the scope of interstate commission employment, duties or responsibilities; provided, however, that the actual or alleged act error or omission did not result from intentional or willful and wanton misconduct on the part of such person.

(h) To the extent that representatives and employees of the interstate commission are not covered by the state involved, the member state or the interstate commission, that representative or employee shall be held harmless in the amount of a settlement or judgment, including attorney's fees and costs, obtained against such persons arising out of an actual or alleged act, error or omission that occurred within the scope of interstate commission employment, duties or responsibilities, or that such persons had a reasonable basis for believing occurred within the scope of interstate commission employment, duties or responsibilities; provided, however, that the actual or alleged act, error or omission did not result from intentional or willful and wanton misconduct on the part of such persons.