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the financing of a facility; income and profit from the in-
vestment of the proceeds of bonds or of any revenues and
the proceeds of any special tax to which it may be entitled.
‘‘(r) ‘State’ means the State of Mississippi or the
State of Tennessee.
‘‘(s) ‘Unit of local government’ means a county or
municipality within a county of the State of Mississippi
or the State of Tennessee.
‘‘(t) Except as used in Article XXXI herein, ‘utility’
or ‘utilities’ means potable and industrial water supply
systems and sewage and water disposal systems.
‘‘ARTICLE V. COMPOSITION OF THE AUTHORITY. (1)
All powers of the compact shall be vested in a board of
directors which will exercise all powers delegated to the
authority under the laws of Mississippi and Tennessee.
‘‘The membership of the board of the authority shall
consist of an appointee of the Governor of each party
state, each state’s chief economic development official or
his representative, an appointee of each of the member
counties’ governing body selected from nominees proposed
by the respective county’s industrial development board,
and an appointee who shall serve for a three-year term
and who shall be appointed by the Governor of each party
state on a rotating basis with the initial appointment being
made by the Governor of Tennessee. With the exception
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of the gubernatorial appointment made on a rotating
basis, each appointment shall be for a four-year term and
for such period thereafter until a successor shall be duly
appointed and qualified.
‘‘Each member of the board shall be eligible for re-
appointment. All vacancies shall be filled by appointment
in the same manner, except that any person appointed to
fill a vacancy shall serve only for the unexpired term. Any
director may be removed at any time before the expiration
of the member’s term of office for misfeasance, malfea-
sance or willful neglect of duty, as determined by the ap-
pointing political subdivision or a majority of the board.
Before assuming office, each director shall take and sub-
scribe to the constitutional oath of office before a chancery
clerk in Mississippi or the corresponding appropriate offi-
cial in Tennessee, and a record of such oath shall be filed
with the Secretary of State in Mississippi and in Ten-
nessee. The board annually shall select a chairman and
vice chairman.
‘‘(2) The board may employ such personnel and ap-
point and prescribe the duties of such officers as the board
deems necessary or advisable, including a general manager
and a secretary of the compact. The general manager also
may serve as secretary and shall be a person of good moral
character and of proven ability as an administrator with
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a minimum of five (5) years experience in management
and economic development or comparable experience. The
general manager shall administer, manage and direct the
affairs and business of the authority, subject to the poli-
cies, control and direction of the board. The general man-
ager and any director not bonded in another capacity shall
give bond executed by a surety company or companies au-
thorized to do business in the respective states in the penal
sum of fifty thousand dollars ($50,000.00) payable to the
authority, conditioned upon the faithful performance of
his duties and the proper accounting for all funds. The
Board may require any of its employees to be bonded. The
cost of any bond required by this section or by the board
shall be paid from funds of the authority. The Secretary
shall keep a record of the proceedings of the authority and
shall be custodian of all books, documents and papers filed
with the authority, the minute book or journal, and the
official seal. The secretary may make copies of all minutes
and other records and documents of the compact and cer-
tify under the seal of the authority that such copies are
true and accurate copies, and all persons dealing with the
compact authority may rely upon such certification.
‘‘(3) Regular meetings of the board shall be held as
set forth in its bylaws, rules or regulations. Additional
meetings of this board shall be held at the call of the chair-
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man or general manager whenever any three (3) members
of the board so request in writing. Members of the prop-
erty owner group shall be notified of the meetings of the
board in the same manner as board members are notified.
‘‘(4) Members of the board shall not receive any com-
pensation, but may receive reimbursement for actual and
necessary expenses incurred or per diem in lieu thereof.
‘‘(5) The Board shall prepare a budget for the au-
thority for each fiscal year at least sixty (60) days before
the beginning of each fiscal year, which shall be from July
1 to June 30 of each year.
‘‘ARTICLE VI. GENERAL POWERS AND DUTIES OF
COMPACT AUTHORITY. From and after the creation of the
compact, the authority shall be a public corporation, body
politic with all the rights and powers now or hereafter con-
ferred as may be deemed necessary to carry out the pur-
poses of this chapter including the following:
‘‘(a) To maintain an office at a place or places within
either state.
‘‘(b) To sue and be sued in its own name.
‘‘(c) To adopt and use a corporate seal.
‘‘(d) To employ or contract with architects, engineers,
attorneys, accountants, construction and financial experts
and such other advisors, consultants and agents as may
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be necessary in its judgement and to fix and pay their
compensation.
‘‘(e) To make, adopt, enforce, amend and repeal by-
laws and rules and regulations for the management of its
business and affairs for the use, maintenance and oper-
ation of the compact, any of the project facilities and any
other of its properties.
‘‘(f) To borrow money and to issue bonds, notes and
other evidence of indebtedness, without the authority to
levy ad valorem taxes, for any of its purposes and to pro-
vide for and secure the payment thereof and to provide
for the rights of the holders thereof.
‘‘(g) To invest any monies of the authority, including
proceeds from the sale of any bonds subject to any agree-
ments with bondholders, on such terms and in such man-
ner as the compact deems proper.
‘‘(h) To exercise any one or more of the powers,
rights and privileges under this chapter, either alone or
jointly or in common with one or more other public or
private parties. In any such exercise of such powers, rights
and privileges jointly or in common with others for the
development, construction, operation and maintenance of
facilities within the compact area, the authority may own
an undivided interest in such facilities with any other
party, public or private, with which it may jointly or in
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common exercise the rights and privileges conferred by
this chapter and may enter into an agreement or agree-
ments with respect to any such facility with the other
party or parties, public or private, participating therein
including development agreements, joint ventures and real
estate investment trusts. An agreement may contain such
terms, conditions and provisions, consistent with this
paragraph, as the parties thereto shall deem to be in their
best interest, including, but not limited to, provisions for
the construction, operation and maintenance of such facil-
ity by any one or more parties to such agreement. The
party or parties may be designated in or under such agree-
ment as agent or agents on behalf of itself and one or
more of the other parties thereto, or by such other means
as may be determined by the parties thereto, and including
provisions for a method or methods of determining and
allocating, among or between the parties, costs of con-
struction, operation, maintenance, renewals, replacements
and improvements related to such facility. In carrying out
its functions and activities as the agent with respect to
construction, operation and maintenance of such a facility,
the agent shall be governed by the laws and regulations
applicable to the agent as a separate legal entity and not
by any laws or regulations which may be applicable to any
of the other participating parties. The agent shall act for