(A) Management and control of the joint agency is vested in a board of directors consisting of the number of directors specified in the application as filed or as amended. The governing body of each member of the joint agency shall appoint the number of representatives provided, and each appointed representative is a director of the joint agency. The governing body of a member may provide that a representative be an officer or employee of the member and also serve ex officio as a member of the board of directors of the joint agency. Each director has at least one vote and has additional votes as a majority of the members of the joint agency may determine. Each director, who serves at the pleasure of the governing body by which he was appointed, before entering upon his duties shall take and subscribe to an oath, before a person authorized by law to administer oaths, to execute the duties of his office faithfully and impartially. A record of each oath must be filed with the governing body of the appointing governmental entity.

(B) The board of directors of the joint agency shall elect annually, with each director having one vote, one of the directors as chairman, another as vice-chairman, and other persons who may be, 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 also may appoint additional officers as it considers necessary. The secretary or assistant secretary of the joint agency shall keep a record of the proceedings of the joint agency and the secretary is the custodian of all books, records, documents, and papers filed with the joint agency, the minute book or journal of the joint agency, and its official seal.

(C) A majority of the directors of the joint agency constitutes a quorum. A vacancy on the board of directors of the joint agency does not impair the right of a quorum to exercise all rights and perform all duties of the joint agency. An action taken by the joint agency pursuant to this chapter must be authorized by resolution at a regular or special meeting held pursuant to notice in accordance with bylaws of the joint agency, and each resolution takes effect immediately, without publication or posting. Except as otherwise provided in this chapter or in the bylaws of the joint agency, a majority of the votes which the directors present are entitled to cast, with a quorum present, is necessary and sufficient to take any action or to pass a resolution. A director of a joint agency may not receive compensation solely for the performance of duties as a director, but each director may be paid per diem, mileage, and subsistence expenses as provided by law for state boards, committees, and commissions.