Section 24-21-1140 - Adoption of by-laws(A) The Interstate Commission, by a majority of the members, within twelve months of the first Interstate Commission meeting, shall adopt bylaws to govern its conduct as may be necessary or appropriate to carry out the purposes of the compact including, but not limited to:(1) establishing the fiscal year of the Interstate Commission;(2) establishing an executive committee and other committees as may be necessary;(3) providing reasonable standards and procedures for the establishment of committees and governing any general or specific delegation of any authority or function of the Interstate Commission;(4) providing reasonable procedures for calling and conducting meetings of the Interstate Commission and ensuring reasonable notice of each meeting;(5) establishing the titles and responsibilities of the officers of the Interstate Commission;(6) providing reasonable standards and procedures for the establishment of the personnel policies and programs of the Interstate Commission. Notwithstanding any civil service or other similar laws of a compacting state, the bylaws shall exclusively govern the personnel policies and programs of the Interstate Commission;(7) providing a mechanism for winding up the operations of the Interstate Commission and the equitable return of any surplus funds that may exist upon the termination of the compact after the payment reserving of all of its debts and obligations;(8) providing transition rules for "start up" administration of the compact; and(9) establishing standards and procedures for compliance and technical assistance in carrying out the compact.(B)(1) The Interstate Commission shall, by a majority of the members, elect from among its members a chairperson and a vice chairperson, each of whom shall have the authorities and duties as may be specified in the bylaws. The chairperson or, in his or her absence or disability, the vice chairperson shall preside at all meetings of the Interstate Commission. The officers so elected shall serve without compensation or remuneration from the Interstate Commission; provided, that subject to the availability of budgeted funds, the officers shall be reimbursed for any actual and necessary costs and expenses incurred by them in the performance of their duties and responsibilities as officers of the Interstate Commission.(2) The Interstate Commission shall, through its executive committee, appoint or retain an executive director for a period, upon terms and conditions and for compensation as the Interstate Commission considers appropriate. The executive director shall serve as secretary to the Interstate Commission and hire and supervise other staff as may be authorized by the Interstate Commission. The executive director is not a member of the Interstate Commission.(C) The Interstate Commission shall maintain its corporate books and records in accordance with the by-laws.(D)(1) The members, officers, executive director, and employees of the Interstate Commission are immune from suit and liability, either personally or in their official capacity, for any claim for damage to or loss of property or personal injury or other civil liability caused or arising out of any actual or alleged act, error, or omission that occurred within the scope of Interstate Commission employment, duties, or responsibilities; provided, that nothing in this subsection may be construed to protect any person from liability for any damage, loss, injury, or liability caused by the person's intentional, willful, or wanton misconduct.(2) The Interstate Commission shall defend the commissioner of a compacting state, or his or her representatives or employees, or the Interstate Commission's representatives or employees, in any civil action seeking to impose liability, arising out of any actual or alleged act, error, or omission that occurred within the scope of Interstate Commission employment, duties, or responsibilities, or that the defendant had a reasonable basis for believing occurred within the scope of Interstate Commission employment, duties, or responsibilities; provided, that the actual or alleged act, error, or omission did not result from intentional wrongdoing on the part of that person.(3) The Interstate Commission shall indemnify and hold the commissioner of a compacting state, the appointed designee or employees, or the Interstate Commission's representatives or employees harmless in the amount of any settlement or judgment obtained against the persons arising out of any actual or alleged act, error, or omission that occurred within the scope of Interstate Commission employment, duties, or responsibilities, or that the persons had a reasonable basis for believing occurred within the scope of Interstate Commission employment, duties, or responsibilities; provided, that the actual or alleged act, error, or omission did not result from gross negligence or intentional wrongdoing on the part of that person.2002 Act No. 273, Section 1.