70-1407. Joint authority; board of directors; appointment; votes; oath; officers; quorum; expenses; additional districts; withdrawal; dissolution.

(1) The management and control of a joint authority shall be vested in a board of directors. The governing body of each member public power district of a joint authority shall appoint a representative who shall be a director of the joint authority. The representative, at the discretion of the public power district, may be an officer or employee of the public power district. Each director shall have not less than one vote and may have such additional votes as a two-thirds majority of the members of the joint authority shall determine. In determining any such additional votes of each director, consideration shall be given to the financial obligations to the joint authority of each member. Each director shall serve at the pleasure of the governing body by which he or she was appointed. Each appointed director, before entering upon his or her duties, shall take and subscribe to an oath before a person authorized by law to administer oaths to execute the duties of his or her office faithfully and impartially, and a record of each such oath shall be filed with the governing body of the appointing public power district.

The board of directors of the joint authority shall annually elect, with each representative of member public power districts having one vote, one of the directors as chairperson, another as vice-chairperson, and another person or persons who may but need not be directors as treasurer, secretary, and, if desired, assistant secretary. The office of treasurer may be held by the secretary or assistant secretary. The board of directors may also appoint such additional officers as it deems necessary. The secretary or assistant secretary of the joint authority shall keep a record of the proceedings of the joint authority, and the secretary shall be the custodian of all books, records, documents, and papers filed with the joint authority, the minute book or journal of the joint authority, and its official seal, in compliance with the provisions of section 70-622.

A majority of the directors of the joint authority then in office shall constitute a quorum. A vacancy on the board of directors of the joint authority shall not impair the right of a quorum to exercise all rights and perform all the duties of a joint authority. Any action taken by the joint authority under the provisions of sections 70-1401 to 70-1423 may be authorized by resolution at any regular or special meeting held pursuant to notice in accordance with the bylaws of the joint authority, and each such resolution shall take effect immediately and need not be published or posted. Three-fourths of the votes which the directors present are entitled to cast, with a quorum present, shall be necessary and sufficient to take any action or to pass any resolution. No director of a joint authority shall receive any compensation for the performance of duties provided under sections 70-1401 to 70-1423, except that each director may be paid his or her actual and necessary expenses incurred while engaged in the performance of such duties.

(2) After the creation of a joint authority, any other public power district may become a member (a) upon application to such joint authority, and (b) with the unanimous consent of the members of the joint authority evidenced by the resolutions of their respective governing bodies. Notice of additional members shall be given to the Secretary of State and the Nebraska Power Review Board.

(3) Any public power district may withdraw from the joint authority at any time, except that all contractual rights acquired and contractual obligations incurred by a public power district while such public power district was a member shall remain in full force and effect.

Whenever the board of directors of a joint authority and the governing body of each of its member public power districts shall by resolution determine that the purposes for which the joint authority was formed have been substantially fulfilled and that all bonds issued and all other obligations incurred by the joint authority have been fully paid or satisfied, such board of directors and governing bodies may declare the joint authority to be dissolved. On the effective date of such resolution, the title to all funds and other property owned by the joint authority at the time of such dissolution shall vest in the member public power districts of the joint authority as provided in sections 70-1401 to 70-1423 and the bylaws of the joint authority.

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