(a) All powers vested in authorities shall be exercisable as their respective boards shall provide, solely in the accomplishment of the purposes of authorities.

(b) A board shall consist of any authorized number of directors not less than three. The authorized number of directors shall be established by resolution of the governing body from time to time, except that when the resolution provided for by Section 91523 shall have been adopted, the authorized number of directors shall be the same as the authorized number of members of the governing body.

(c) Each director shall reside within the territory of the public agency and, unless the resolution provided for by Section 91523 has been adopted, shall not be an officer or employee of the public agency. Failure of a director to reside within the territory of the public agency or the existence of an official or employment relationship with the public agency shall not affect the validity of any project agreements, indentures, bonds or other proceedings or actions taken by an authority or public agency.

(d) Unless the resolution provided for by Section 91523 has been adopted, the directors shall be appointed by the governing body and they shall be appointed in such a manner that they shall hold office for overlapping terms. At the time of the appointment of the first directors, the governing body shall divide the directors into three groups containing as nearly equal whole numbers as possible. The first term of the directors included in the first group shall be approximately one year, the first term of the directors included in the second group shall be approximately two years, the first term of the directors included in the third group shall be approximately three years, as determined by the governing body, and thereafter the terms of all directors shall be three years. Directors shall be eligible for reappointment for an unlimited number of terms.

(e) The directors shall serve without compensation, except that they may be reimbursed for their actual and necessary expenses incurred in the performance of their duties, or at the discretion of the governing body, may receive a reasonable per diem payment and mileage charge as reimbursement for living and traveling expenses incurred in the performance of duties away from the principal office. In addition, at the discretion of the governing body, they may also receive a reasonable mileage charge as reimbursement for traveling expenses to and from the principal office of the authority or the place of meeting, if other than at the principal office.

(f) Should the authorized number of directors be increased by a resolution authorized by subdivision (b), the additional directors shall be appointed for terms such that, when the number of directors is divided into three groups containing as nearly equal whole numbers as possible, the expiration of the first terms of the additional directors shall coincide with the expiration of the current terms of the directors within the same group. Should the authorized number of directors be reduced by such a resolution, the reduction shall be accomplished in accordance with the same criterion, except that a reduction, the effect of which would be to shorten the tenure of any director, shall not become effective until vacancy or expiration of term.

(g) Vacancies shall be filled by appointment of the governing body for the unexpired term, unless the authorized number of directors is reduced as provided in subdivision (f).

(h) A director’s tenure shall continue until his successor has been appointed and qualified; provided, however, that a director may be removed from office by the governing body for cause after notice and opportunity for hearing.

(Amended by Stats. 1982, Ch. 1605, Sec. 3.)