(a) The exercise of the powers of the Bureau shall be directed by the Board of Directors composed of twelve (12) members selected in accordance with this Section. Five (5) directors, referred to as ‘appointed directors’ shall be members and shall be appointed by the Governor with the advice and consent from the Legislature. One of the appointed directors shall be a commissioner or assistant commissioner selected by the Commissioner’s Council. Two (2) members shall be appointed by the Speaker of the Guam Legislature and shall be referred to as the ‘Legislative Directors’. Four (4) directors, referred as ‘elected directors’ shall be contributing members in good standing elected by the membership. The five (5) appointed, the legislative directors and four (4) elected directors shall then select the twelfth (12th) director by a vote requiring concurrence of eight (8) of the directors. The twelfth (12th) director shall be actively and directly involved in the tourism industry. There shall be one (1) alternate director who shall be appointed by the Speaker of the Legislature with the consent of the Legislature. He shall have no voting power unless and until a member of the Board of Directors is absent from a meeting. The alternate shall replace the first absent director. Should a absent director, who has been replaced by an alternate arrive at a meeting, his voting power displaces that of the alternate on any matters which arise after his arrival. The alternate director shall not replace a director who is present at a meeting but chooses to leave prior to the close of the meeting. The Board of Directors
shall elect from amongst its body a chairperson and vice chairperson. The twelfth (12th) director from a previous board shall not be held over solely to act as the twelfth (12th) director of a new board. The twelfth (12th) director of a new board. (sic) The twelfth (12th) director of a previous board may be appointed as the twelfth (12th) director of any subsequent board as set forth herein.

(b) Eight (8) directors shall constitute a quorum of the board for the transaction of all business. No director shall be entitled to vote his or her vote by proxy.

(c) Elected and alternate directors, the legislative directors and the twelfth (12th) director shall serve for two (2) years.

(d) (1)Appointed directors shall serve at the pleasure of the
Governor.

(2) Legislative Directors and the alternate director shall serve at the pleasure of the Speaker of the Guam Legislature.

(e) Elected and alternate directors, the legislative directors and the twelfth (12th) director may be removed for cause upon the vote of not less than eight (8) directors or with or without cause upon the vote of not less than two-thirds (2/3) of the total number of votes of the contributing members at a properly called meeting of the contributing members at which a quorum is present.

(f) (1) A vacancy on the Board, whether created by resignation or removal, of a director who was appointed by the Governor shall be filled by appointment of the Governor with the advice and consent of the Guam Legislature. Said persons shall serve at the pleasure of the Governor.

(2) The Speaker of the Guam Legislature shall fill vacancies on the Board, whether created by resignation or removal, of the Legislative Directors and the alternate director. Said persons shall serve at the pleasure of the Speaker of the Guam Legislature.

(g) A vacancy on the Board (whether created by resignation or removal) of an elected member shall be filled by selection by
at least two of the remaining elected directors. An elected director filling a vacancy shall serve only until the end of the term of the director whom he replaced.

(h) A vacancy on the Board (whether created by resignation or removal) of the twelfth (12th) director shall be filled by selection of at least eight (8) of the directors. A person filling a vacancy of the twelfth (12th) director shall serve only until the end of the term of the director whom he replaced.

(i) The Board shall act only by resolution at a meeting duly held. Neither the chairperson nor vice-chairperson nor any individual director or group of directors shall have any authority to direct any employee of the Bureau except by resolution adopted as herein provided. Any resolution or action of the Board shall require an affirmative vote or eight (8) at a properly held meeting of the Board.

(j) Special meetings of the Board of Directors may be called at any time by the Chairperson, or in the Chairperson’s absence, the Vice-Chairperson; or, by the General Manager on the written instruction of any two (2) directors.

(k) Neither an elected Director of the eleventh director shall serve more than two consecutive terms.

(l) A vacancy on the Board (whether created by resignation or removal) of the legislative member shall be filled by appointment of the Speaker. The legislative director filling a vacancy shall serve only until the end of the term of the director whom he replaced.

(m) Appointments made by I Maga’lahi [the Governor]
shall conform to the requirements of 4 Guam Code Ann. § 2105.

(n) Appointments made by I Maga’lahi [the Governor] shall include an individual who possesses expertise in our island’s folk arts, culture, language, heritage or history.

SOURCE: § 9106(a)-(j) enacted by P.L. 17-32:2; subsections (a), (c), (e)
and (f) amended by P.L. 17-81; (a), (b), (c), (e), (h) and (i) R/R by P.L.
19-5:135; (k) added by P.L. 19-5:122 and (l) added by P.L. 19-5:135. Subsection (a) amended by P.L. 19-10:36. Subsection (c) amended by P.L. 19-10:37. Subsection (e) amended by P.L. 19-10:38. Subsection (h) amended by P.L.19-10:39. Subsection (d) repealed and reenacted by P.L.
24-30:2. Subsection (f) repealed and reenacted by P.L. 24-30:3. Subsection (m) added by P.L. 27-49:2. Subsection (n) added by P.L. 27-
49:3.

COMMENT: The Guam Visitors Bureau is not a Apublic corporation@, nor is it an entity of the government of Guam. Bordallo v. Reyes, et al., No. 84-1665, 9th Circuit Court of Appeals (1985), affirming the District Court of Guam, CV83-95-CCD under the same name. However, the amendments made to this Chapter as a result of this decision reaffirm the original intent that the GVB be a part of the government. See § 9100.