Ohio Code § 1710.04

§ 1710.04.

(A) A special improvement district created under this chapter shall be governed by the

board of directors of the special improvement district.  The board shall consist of at least five directors.  The board shall include a person appointed by the legislative authority of each

participating political subdivision and the municipal executive of each municipal

corporation with territory within the boundaries of the special improvement district.  The remainder of the board's members shall be members of the district.  Except for the municipal executives and the appointees of the legislative authorities,

and except as otherwise provided in this division, members of the board of directors

shall be elected at a meeting of the entire membership of the district.  The initial election of directors may occur at the first meeting of the entire membership

of the district after its creation.  All subsequent elections shall be held at a November meeting of the membership. Each municipal executive may designate one person who is an employee of the municipal

corporation involved with its planning or economic development functions to serve

in the municipal executive's stead.  This designee shall serve at the pleasure of the municipal executive. In the case of a district created by an existing qualified nonprofit corporation,

the corporation's board of trustees or other governing board, however denominated,

shall be the board of directors of the special improvement district for the purposes

of this chapter.  The election of directors otherwise required by this division shall not be required,

and the requirement that municipal executives and appointees of the legislative authorities

be members of the district's board of directors may be satisfied by the membership

on the corporation's governing board of representatives of such participating political

subdivisions, or may be waived if approved by resolution of the legislative authorities

of the participating political subdivisions. (B) A director may file a written statement with the district's secretary at least three

days prior to any meeting of the board to have a person act as proxy to carry out

the director's rights and responsibilities under this chapter at that meeting. A director may also appoint a designee to carry out the director's rights and responsibilities

under this chapter by filing a written designation form with the district's secretary.  This form shall include the name and address of the director, the name and address

of the designee, and the expiration date, if any, of the designation. A proxy or designee need not be an elector or resident of a participating political

subdivision of the district or a member of the district.  The appointment of a proxy or designee may be changed by filing a new form with

the district's secretary.  The most current form filed with the secretary is the valid appointment.  Service of any notice upon a proxy or designee at the proxy's or designee's address

as shown on that form satisfies any requirements for notification of the director. (C) Notice of the time, date, place, and agenda for any meeting of the board of directors

shall be by written notice to each director, transmitted by certified mail, personal

service, or electronic device prior to the meeting.  If possible, the notice shall be served at least one week prior to the meeting. The board shall act by a majority vote of those present and authorized to vote at

any meeting where proper notice has been served. (D) The board shall elect a chairperson, vice-chairperson, secretary, and treasurer of

the board.  These officers shall serve at the board's pleasure.  A director may be elected to more than one office, except that the director elected

as treasurer shall not be elected to any other office of the board. By the first day of March of each year, the treasurer shall submit to each member

of the district and to the municipal executive, chief fiscal officer, and legislative

authority of each municipal corporation with territory within the boundaries of the

special improvement district and the board of township trustees of each township with

territory within the boundaries of the special improvement district, a report of the

district's activities and financial condition for the previous year. (E) Divisions (B), (C), and (D) of this section do not apply to a district created by

an existing qualified nonprofit corporation to the extent those divisions are not

consistent with the regulations of the corporation, in which case the regulations

of the corporation shall govern.