(a) There shall be established within the Department 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 Fort DuPont Redevelopment and Preservation Corporation. The Corporation shall be a membership corporation with the Department as the sole member and shall have a certificate of incorporation and bylaws consistent with this subchapter. The Board of Directors is hereby authorized to file a certificate of incorporation with the Secretary of State pursuant to Chapter 1 of Title 8. The certificate of incorporation of the Corporation shall provide for approval of the Delaware General Assembly in order to amend the certificate of incorporation or to effect a merger or dissolution of the Corporation.
(b) The powers and management of the Corporation shall be vested in a board of directors consisting of 15 members. Each director shall have general expertise relevant to the implementation of the Redevelopment Plan, which may include expertise in the fields of land use, historic preservation, economic development (including without limitation real estate, redevelopment, and real estate financing), environmental protection, parks and recreation, and tourism. The Board shall be comprised of the following directors:
(1) One director appointed by the Governor to serve as Chair;
(2) The Secretary of the Department of Natural Resources and Environmental Control;
(3) The Controller General;
(4) The Secretary of the Department of Health and Social Services;
(5) The Secretary of State;
(6) The Director of the Office of Management and Budget;
(7) The Director of the Office of State Planning Coordination;
(8) Four directors appointed by the Mayor of the City of Delaware City and approved by City Council of Delaware City;
(9) The City Manager of the City of Delaware City; and
(10) Three directors that shall be elected and appointed by the Board and shall to the extent possible have expertise in 1 or more fields or areas set forth in this subsection.
Directors serving by virtue of their position may appoint a designee to serve in their stead. All appointed Directors shall serve at the pleasure of the appointing authority.
(c) Any vacancy created by the resignation or early departure of a director shall be filled by the appointing authority within 60 days.
(d) A majority of the total number of directors shall constitute a quorum of the Board, and all action by the Board shall require the affirmative vote of a majority of the directors present and voting.
(e) The Board shall adopt bylaws that provide for operating procedures such as election of officers, conflicts of interest, appointment of committees, conduct of meetings, and other matters that will promote the efficient operation of the Board in the performance of its duties under this subchapter.
(f) Pursuant to subsection (a) of this section, the Board of Directors is provided express authority to file an amended and restated certificate of incorporation for the Fort DuPont Redevelopment and preservation Corporation consistent with 82 Del. Laws, c. 72.