There is a governing board for each regional resource center. Except as provided in paragraph (2) of this subsection, a governing board consists of the following members: A library trustee from each participating library system; and Up to two members of the public from each area served by the participating library systems. The board of trustees of the Washington County Free Library shall act as the governing board for the Western Maryland Regional Resource Center. The bylaws adopted by the board of trustees of the Washington County Free Library shall govern the composition, appointment, qualifications, terms, and structure of the governing board. A member appointed to a governing board must: Be of good character; Have demonstrated ability and interest in library matters; and Be a resident of one of the counties participating in and being served by the regional resource center. Subject to paragraph (2) of this subsection, the members of the governing board shall be appointed by the governing board. The initial members of a governing board shall be appointed by the Regional Advisory Council of the regional resource center. A member of a governing board: May not receive compensation as a member of the governing board; but Is entitled to reimbursement for expenses in accordance with the rules, policies, and bylaws of the regional resource center. Each member serves for a term of 5 years beginning July 1 immediately following the member’s appointment and until a successor is appointed and qualifies. A member may not serve for more than two consecutive terms. The governing board shall appoint a qualified individual to fill any vacancy in the member’s position for the remainder of that term until a successor is appointed and qualifies. A member appointed to fill a vacancy under subparagraph (i) of this paragraph may serve for two additional terms. A governing board shall elect a chair from among its members each year. A governing board may elect any other officers determined necessary by the board. If a governing board elects a treasurer, the treasurer shall be appropriately bonded. A governing board: Shall determine the time and place of its meetings; and May adopt rules for the conduct of its meetings. A governing board shall meet at least once every 3 months. A governing board is subject to the Open Meetings Act. A majority of the appointed members of the governing board is a quorum. A member of a governing board who fails to attend at least 50% of the scheduled meetings of the board during any consecutive 12–month period shall be considered to have resigned. If the member has been unable to attend meetings for reasons satisfactory to the governing board, the governing board may waive the resignation. The chair of a governing board shall report the member’s name and nonattendance to the State Library Board within 45 days after the end of the 12–month period. The governing board shall fill any vacancy in accordance with subsection (f) of this section. In addition to the other powers expressly granted and duties imposed by this subtitle, a governing board has the powers and duties set forth in this subsection. A governing board shall: Select and appoint, with the advice of the State Librarian, a professional librarian to serve as director of the regional resource center; Determine the policies of the regional resource center; Adopt reasonable rules and bylaws for the use of the regional resource center and the conduct of its business; Approve the regional resource center budget; In accordance with the regulations and laws of the State, receive, account for, control, and supervise the spending of all public funds received by the regional resource center; Adopt and follow a written policy for operation of the regional resource center that is consistent with the State standards for libraries; Publish the results of the audit conducted under paragraph (4)(ii) of this subsection; and Submit a report to the State Librarian on or before November 1 each year that includes: The amount of money received from the library fund and other sources; Itemized expenses; The number of books and periodicals in the possession of and owned by the regional resource center; The results of the annual audit; and Any other information required by the State Library Board. A governing board may: Apply, accept, and expend any gift, appropriation, or grant from the State, county, or federal government or any other person on behalf of the regional resource center; Recommend the purchase, condemnation, rental, acquisition, use, or conveyance of property for any valid purpose under this section; Recommend plans for the regional resource centers, including the use of facilities of participating libraries, additions to the facilities of participating libraries, or new facilities separate from the existing facilities of participating libraries; Select the location of and approve plans for the erection of regional resource center buildings, subject to the approval of the State Library Board and the Governor; Make agreements with any person for any library service; and Perform any other actions necessary for the proper control and development of the regional resource center. In addition to other reports that may be required by the State Library Board, the Board shall: Keep records that are consistent with sound business practices and accounting records that use generally accepted accounting principles; Cause an audit by an independent certified public accountant approved by the State Librarian to be made of the accounts and transactions of the regional resource center at the conclusion of each fiscal year; and For any State money, be subject to an audit by the Office of Legislative Audits, in accordance with §§ 2–1220 through 2–1227 of the State Government Article. The governing board may not dismiss, suspend, discipline, demote, reassign, transfer, or otherwise retaliate against an employee for acting in a manner consistent with the regional resource center’s written policy implementing the State standards for libraries.