(a) The organization of the authority is as follows:

(1) The authority shall be governed by a board of directors;

(2)

(A) Membership of the board of directors shall consist of:

(i) The presiding officer of the county legislative body or the presiding officer's authorized representative and one (1) other member from the county legislative body in each county that is a member of the authority. The terms of such members shall coincide with their terms of office; but such membership may, at the discretion of the respective county legislative body, be rotated annually;

(ii) The chair or the chair's authorized representative and one (1) member of the council of the city of Memphis. The terms of such members shall coincide with their terms of office, but such membership may, at the discretion of the council, be rotated annually;

(iii) One (1) member at large, to be appointed by the governor to serve during the governor's term of office;

(iv) The mayor of Shelby County or the mayor's authorized representative;

(v) One (1) member from each county soil conservation district board of supervisors from each county that is a member of the authority, as established under title 43, chapter 14, part 2. The term of such member shall coincide with the member's term of office on the district board, but such membership may, at the discretion of the district board, be rotated annually; and

(vi) The mayor, or the mayor's authorized representative, of each incorporated municipality within counties that are members of the authority;

(B) No person shall be appointed to the board by any legislative body or the governor who has an interest, either indirect ownership or through a trustee, in real property that is to be acquired by the Chickasaw basin authority. Any person not eligible for appointment due to the prohibitions in this subdivision (a)(2)(B) who accepts such appointment shall be subject to the penalties set forth in §§ 12-4-101 and 12-4-102. Whenever public officials who are members of the board by virtue of office, including the presiding officer of the county legislative bodies in each county that is a member of the authority, the chair of the council of the city of Memphis, the mayor of Shelby County and the mayor of each incorporated municipality within counties that are members of the authority, are not eligible to serve as a member of the board due to this subdivision (a)(2)(B), the legislative body of the respective county or municipality shall elect an authorized representative to serve in place of the public officials; and

(3) Upon completion of its membership, the appointees shall meet and organize at Memphis, elect a chair, vice chair and secretary-treasurer and set a regular time and place for meetings of the board. The officers of the board of directors shall be elected annually at the first meeting of each calendar year.

(b) Directors and ex officio members shall serve without compensation, except reimbursements for actual traveling and other expenses incurred in the performance of their official duties, subject to such funds as may be available to the authority and with the approval of their respective elected legislative bodies. All reimbursement for travel expenses shall be in accordance with the comprehensive travel regulations as promulgated by the department of finance and administration and approved by the attorney general and reporter.

(c) The authority shall act only by vote or concurrence of a majority of a quorum of its membership. A quorum shall be not less than one-half (½) of the members of the authority.