1.  Establishment.  The Maine Municipal and Rural Electrification Cooperative Agency, as established pursuant to Title 5, chapter 379, is a body politic and corporate and political subdivision of the State with the duties and powers set forth in this chapter. The agency is constituted as a public instrumentality and as a quasi-municipal corporation, and the exercise by the agency of the powers conferred by this chapter is held to be the performance of public and essential governmental functions of the State.  

2.  Powers.  The powers of the agency shall be exercised by a board of directors.  

3.  Appointment of directors.  Directors shall be appointed as follows.  

4.  Oath.  Each director, before entering upon that director's duties, shall take and subscribe an oath to perform the duties of office faithfully, impartially and justly to the best of that director's ability. A record of the oaths must be filed in the office of the Secretary of State.  

5.  Term.  Directors serve for terms of 5 years each. The terms end on July 1st each year as follows: Two in 1982 and every 5 years thereafter; 2 in 1983 and every 5 years thereafter; 2 in 1984 and every 5 years thereafter; 2 in 1985 and every 5 years thereafter; and the balance if any in 1986 and every 5 years thereafter. Each director holds office until that director's successor is appointed and qualified. A director is eligible for reappointment.  

6.  Vacancy.  Any vacancy in the office of director occurring other than by expiration of term shall be filled by a successor director, who shall serve for the remaining term of office so vacated.  

7.  Removal.  Each director may be removed from office by the Governor for cause, after a public hearing, and may be suspended by the Governor pending the completion of the hearing.  

8.  Quorum.  A majority, but not less than 3, of the directors then in office constitutes a quorum for the transaction of any business or the exercise of any power of the agency. Action may be taken and motions and resolutions adopted by the agency at any meeting by the affirmative vote of a majority of directors of the agency then in office. No vacancy in the office of director of the agency may impair the right of a quorum of the directors to exercise all powers and take any action.  

9.  Bylaws.  The board of directors of the agency shall adopt bylaws or other rules and regulations for the management of the affairs of the agency and carrying out the purposes of this chapter.  

10.  Officers.  The board of directors shall also elect one of its member directors as chair of the agency and shall also elect a treasurer and secretary who may be, but need not be, directors. It may elect other officers and agents as necessary to perform those acts commonly delegated to the officers and agents of a business corporation and shall set their compensation.  

11.  Voting; conflict of interest.  A director or officer of the agency who is also an officer, employee or member of a legislative body of a municipality or other public body or the State may not be precluded from voting or acting on behalf of the agency on a matter involving the municipality or public body or the State. Neither shall service as a director or officer of the agency constitute a conflict of interest for an officer, employee or member of a municipality or public body or the State.  

12.  Agency existence.  The agency and its existence shall continue as long as it has notes, bonds or other obligations or indebtedness outstanding, including notes, bonds or other obligations or indebtedness issued or incurred, and until its existence is terminated by law. The net earnings of the agency, beyond that necessary for retirement of its notes, bonds or other obligations or indebtedness or to implement the public purposes and programs authorized in this chapter, may not inure to the benefit of any person other than the State. Upon termination of the existence of the agency, title to all of the property owned by the agency, including any net earnings of the agency, shall vest in the State. The State reserves the right at any time to alter, amend, repeal or otherwise change the structure, organization, programs or activities of the agency, including the power to terminate the agency, subject to any limitation on the impairment of the obligation of any contract entered into by the agency.