2023 Delaware Code › Title 29 - State Government › Chapter 87. DEPARTMENT OF STATE › Subchapter II. Diamond State Port Corporation › § 8781. Creation of Diamond State Port Corporation.

§ 8781. Creation of Diamond State Port Corporation.
(a) There shall be established within the Department of State a body corporate and politic, with corporate succession, constituting a public instrumentality of the State, and created for the purpose of exercising essential governmental functions which is to be known as the “Diamond State Port Corporation.” This Corporation shall exercise all such functions necessary in connection with the assumption, establishment, acquisition, construction, rehabilitation, improvement, operation and maintenance of the Port of Wilmington and related facilities, including without limitation marine terminal facilities, which shall be deemed and held to be essential governmental functions of this State. The Corporation shall be a membership corporation with the Department of State as sole member and shall have a certificate of incorporation and by-laws consistent with this subchapter. The certificate of incorporation of the Corporation shall provide for approval of the Delaware General Assembly in order to amend the certificate of incorporation, to effect a merger or dissolution of the Corporation or to effect a sale of all or substantially all of the assets of the Corporation.
(b) The Corporation shall be governed by a board of directors consisting of 15 members, all of whom shall be residents of this State. Eight of these directors shall be:
(1) The Secretary of State;
(2) The Secretary of Transportation;
(3) [Repealed.]
(4) The Secretary of Finance;
(5) The Controller General;
(6) The Co-Chairs of the General Assembly's Joint Legislative Committee on the Capital Improvement Program or their designee or designees; and
(7) The Secretary of the Department of Safety and Homeland Security.
The Governor shall appoint the Chair from among the 5 cabinet directors and the Chair shall serve at the pleasure of the Governor. The Chair shall be subject to the advice and consent of the Senate; however, such consent shall be limited to the additional duties of the Chair of this Corporation and not impact the prior confirmation as Cabinet Secretary. The remaining 7 directors shall be appointed by the Governor with the advice and consent the Senate. These 7 directors shall consist of individuals from the private or public business sectors and organized labor familiar with port and economic development issues. There shall be at least 1 director from each of the 3 counties of the State, at least 1 director from the City of Wilmington and 3 directors who shall fill at-large positions on the Board. Of these 7 directors no more than 4 shall be registered in the same major political party. The terms of the original of these 7 such directors shall be as follows:
2 directors to serve for 1 year; 2 directors to serve for 2 years; and 2 directors to serve for 3 years. Each noncabinet director shall serve a term of 3 years.
(c) As to the 7 noncabinet directors, in the event of the death of a director, permanent disability of a director, resignation of a director or failure of a director to perform their duties, the Governor shall appoint an interim director to serve for a period not to exceed 6 months, unless such interim director shall be confirmed by the Senate, in which case the interim director shall complete the term of the replaced director.
(d) For purposes of conducting business of the Corporation, 6 directors shall constitute a quorum, except as otherwise provided. A vote of 6 members shall be required for action on any matter before the Corporation, except as otherwise provided herein.
(e) The Diamond State Port Corporation shall have an advisory board consisting of 9 members. The 9-member advisory board shall be individuals representing port businesses, labor organizations and individuals with expertise in business, trade, or economic development. The Governor, the President Pro Tempore of the Senate and the Speaker of the House shall each appoint 2 members. The Port of Wilmington Maritime Association and the State Chamber of Commerce shall each appoint 1 member from their respective organizations. The Chair of the Diamond State Port Corporation shall appoint a member from the Diamond State Port Corporation Board. The Chair of the advisory board shall be selected from among the advisory board members by a majority vote. The purpose of the advisory board shall be to advise the Diamond State Board of Directors on strategic planning, capital investment, business development opportunities, and on issues involving the maritime community. The advisory board shall meet at least quarterly. The governing board of the Diamond State Port Corporation shall meet with the advisory board twice a year. Four members of the advisory board will have 2-year terms at advisory board creation and 5 shall have 4-year terms. Every member thereafter shall serve 4 years, with 2 possible consecutive reappointments.
70 Del. Laws, c. 210, §  25;  73 Del. Laws, c. 95, §§  50, 51;  74 Del. Laws, c. 308, §§  101(d)-(f);  75 Del. Laws, c. 88, §  19;  75 Del. Laws, c. 124, §§  1-12;  76 Del. Laws, c. 2, §  4;  79 Del. Laws, c. 432, §  1;  81 Del. Laws, c. 49, §  3;  81 Del. Laws, c. 374, § 29;