Section 32-12-109 - Board of directors(1) The governing body of the rail district shall be a board of directors in which all legislative power of the rail district is vested. The board shall consist of seven members, five of whom shall reside in and be elected by the eligible electors of the respective zones and two of whom shall be elected at large. Of those members first elected, the terms for representatives from odd-numbered zones and the at-large member receiving the greater number of votes shall continue until their successors are elected at the second regular special district election thereafter and are qualified, and the terms for those elected from even-numbered zones and the other at-large member shall continue until their successors are elected at the first regular special district election thereafter and are qualified. Thereafter, all terms shall be for four years. Any eligible elector of the rail district who resides in the rail district shall be eligible to hold office. Notwithstanding any provision in the charter of any municipality or county to the contrary, mayors, councilmen, trustees, and county commissioners may additionally hold elective office with the rail district and be compensated as provided in this section.(2) At least ninety days prior to the first regular special district election after the formation of the rail district, the board may change the boundary of any board of director zone within the rail district. Thereafter, the boundaries may be changed no more frequently than every four years or after announcement of the results of a decennial census. The board shall zone only by resolution passed by a majority of the members elected to the board, and any rezoning shall be such as to provide compact zones of approximately equal population. No rezoning shall extend or shorten the term of office of any member of the board.(3) The board has power, by appointment, to fill all vacancies on the board, and the person so appointed shall hold office until the next regular special district election and until a successor is elected and qualified. Any person appointed to represent a zone shall reside in the zone in which the vacancy occurred. If the term of the member creating the vacancy extends beyond the next regular special district election, the election shall be for the unexpired term.(4) The board shall elect a chairman, vice-chairman, secretary, and such other officers as it deems necessary. The chairman and vice-chairman shall be members of the board. The board may appoint or contract for a chief administrator, who shall serve at the pleasure of the board. The board shall prescribe by resolution the duties of said officers pursuant to the powers granted in this article. In addition to other powers provided by resolution, the chairman shall preside over meetings of the board and shall vote as a member of the board.(5) The board may provide by resolution for the compensation of its members which shall be the same per diem compensation as provided in section 2-2-307, C.R.S., for members of interim legislative committees for each day a member is necessarily engaged in the business of the district, in addition to the reasonable and necessary expenses incurred by each member while so engaged. Except for the initial board, the compensation of a member shall not be increased nor diminished during his term of office.(6) Except as specifically provided otherwise, a majority of board members shall constitute a quorum, and a majority of the members elected to the board shall be necessary for any action taken by the board; except that a majority of a quorum may adjourn from day to day.(7) In addition to any acts of the board specifically required to be accomplished by resolution, any action adopting or revising a budget or establishing the administrative organization and structure shall be passed by resolution. At least six days shall elapse between introduction and final passage of a resolution. Such resolution shall not take effect and be enforced until the expiration of thirty days after final passage except resolutions calling for special elections or those necessary to the immediate preservation of the public health or safety, which shall contain the reasons making the same necessary in a separate section. All other actions of the board may be accomplished by motion.(8) Any board member may be recalled from office pursuant to the provisions and subject to the conditions of sections 32-1-906 and 32-1-907.(9) It is the duty of the board to comply with the provisions of parts 1, 5, and 6 of article 1 of title 29, C.R.S. It is the further duty of the board to publish the results of its annual audit statement or report which shall be certified by the person making the audit, or by the board if unaudited, in one issue of a newspaper of general circulation in the rail district. Such publication shall be no later than thirty days following completion of the audit statement or report.(10) The fiscal and budget year for all rail districts organized or operating under the provisions of this article shall be from January 1 through December 31 of each year.(11) All special and regular meetings of the board shall be held at locations which are within the boundaries of the rail district or which are within the boundaries of any county in which the rail district is located, in whole or in part, or in any county so long as the meeting location does not exceed twenty miles from the district boundaries. The provisions of this subsection (11) may be waived only if the following criteria are met:(a) The proposed change of location of a meeting of the board appears on the agenda of a regular or special meeting of the board; and(b) A resolution is adopted by the board stating the reason for which a meeting of the board is to be held in a location other than under the provisions of this subsection (11) and further stating the date, time, and place of such meeting.L. 82: Entire article added, p. 508, § 1, effective April 23. L. 90: (11) added, p. 1500, § 10, effective July 1. L. 92: (1) to (3) amended, p. 921, § 187, effective 1/1/1993.