compensation.

A. There is created a public body politic and corporate to be known as the “New Mexico industrial and agricultural finance authority.” The authority is hereby constituted a public instrumentality, and the exercise by the authority of the powers conferred by the Industrial and Agricultural Finance Authority Act shall be deemed to be the performance of an essential governmental function. The authority shall be separate and apart from the state and shall not be subject to the supervision or control of any board, bureau, department or agency of the state except as specifically provided in the Industrial and Agricultural Finance Authority Act.

B. The authority shall be governed and its corporate powers exercised by a board of directors consisting of seven members. The secretary of commerce and industry [superintendent of regulation and licensing], the director of the New Mexico department of agriculture and the director of the financial institutions division of the commerce and industry department [regulation and licensing department] shall be ex officio members of the board with voting privileges. The governor, with the advice and consent of the senate, shall appoint the other four directors, who shall be residents of the state, at least one of whom shall have a knowledge of industrial and commercial activity in the state and at least one of whom shall have a knowledge of agricultural activity in the state. The four directors of the board appointed by the governor shall be appointed for terms of four years or less, staggered so that the term of not more than one director expires on January 1 of each year. Vacancies shall be filled by appointment by the governor for the remainder of the unexpired term. Any member of the board shall be eligible for reappointment. Each member of the board appointed by the governor may be removed by the governor for misfeasance, malfeasance or willful neglect of duty. Each member of the board appointed by the governor before entering upon his duty shall take an oath of office to administer the duties of his office faithfully and impartially, and a record of such oath shall be filed in the office of the secretary of state. The governor shall designate a member of the board to serve as chairman for a term as such which shall be coterminous with his then current term as a member of the board. The board shall annually elect one of its members as vice chairman. The board shall also elect or appoint, and prescribe the duties of, such other officers, who need not be members, as the board deems necessary or advisable, including an executive director and a secretary, who may be the same person, and the board shall fix the compensation of officers. The board may delegate to one or more of its members, officers, employees or

agents such powers and duties as it may deem proper. Officers and employees of the authority shall not be subject to the Personnel Act N.M. Stat. Ann. § 10-9-1 to 10-8-8.

C. The executive director shall administer, manage and direct the affairs and business of the authority, subject to the policies, control and direction of the authority board. The secretary of the board shall keep a record of the proceedings of the board and shall be custodian of all books, documents and papers filed with the board, the minute book or journal of the board and its official seal. He shall have authority to cause copies to be made of all minutes and other records and documents of the board and to give certificates under the official seal of the authority to the effect that the copies are true copies, and all persons dealing with the board may rely upon the certificates.

D. Meetings of the board shall be held at the call of the chairman or whenever three members shall so request in writing. A majority of members then in office shall constitute a quorum for the transaction of any business and for the exercise of any power or function of the board. No vacancy in the membership of the board shall impair the rights of a quorum to exercise all the rights and to perform all the duties of the board. An ex officio member from time to time may designate in writing another person to attend meetings of the board and, to the same extent and with the same effect, act in his stead.

E. The authority is not created or organized, and its operations shall not be conducted, for the purpose of making a profit. No part of the revenues or assets of the authority shall inure to the benefit of or be distributable to its members or officers or other private persons. The members of the board shall receive no compensation for their services, but the members of the board appointed by the governor shall be paid per diem and mileage as provided in the Per Diem and Mileage Act N.M. Stat. Ann. § 10-8-1 to 10-8-8.