Section 237.02 - Creation and organization of authority(1) There is created a public body corporate and politic to be known as the "Fox River Navigational System Authority." The board of directors of the authority shall consist of the following members:(a) Six members nominated by the governor, and with the advice and consent of the senate appointed, for 3-year terms.(b) The secretary of natural resources, or his or her designee.(c) The secretary of transportation, or his or her designee.(d) The director of the state historical society, or his or her designee.(1m)(a) Two of the 6 members appointed under sub. (1) (a) shall be residents of Brown County, 2 shall be residents of Outagamie County, and 2 shall be residents of Winnebago County.(b) At least one of the 2 members appointed from each of the counties specified in par. (a) shall be a resident of a city, village, or town in which is located a lock that is part of the navigational system.(2) A vacancy on the board of directors shall be filled in the same manner as the original appointment to the board of directors for the remainder of the unexpired term, if any.(3) A member of the board of directors may not be compensated for his or her services but shall be reimbursed for actual and necessary expenses, including travel expenses, incurred in the performance of his or her duties.(4) No cause of action of any nature may arise against and no civil liability may be imposed upon a member of the board of directors for any act or omission in the performance of his or her powers and duties under this chapter, unless the person asserting liability proves that the act or omission constitutes willful misconduct.(5) The members of the board of directors shall annually elect a chairperson and may elect other officers as they consider appropriate. Five voting members of the board of directors constitute a quorum for the purpose of conducting the business and exercising the powers of the authority, notwithstanding the existence of any vacancy. The board of directors may take action upon a vote of a majority of the members present, unless the bylaws of the authority require a larger number.(6) The board of directors shall appoint a chief executive officer who shall not be a member of the board of directors and who shall serve at the pleasure of the board of directors. The authority may delegate by resolution to one or more of its members or its executive director any powers and duties that it considers proper. The chief executive officer shall receive such compensation as may be determined by the board of directors. The chief executive officer or other person designated by resolution of the board of directors shall keep a record of the proceedings of the authority and shall be custodian of all books, documents, and papers filed with the authority, the minute book or journal of the authority, and its official seal. The chief executive officer or other person may cause copies to be made of all minutes and other records and documents of the authority and may give certificates under the official seal of the authority to the effect that such copies are true copies, and all persons dealing with the authority may rely upon such certificates.