Corporation authorized; board of directors; organization;

limitation of liability. A. A nonprofit organization to provide economic development services to the state is authorized to be organized and formed under the provisions of the Nonprofit Corporation Act [Chapter 53, Article 8 NMSA 1978] and the Economic Development Corporation Act. B. The corporation shall be governed by a board of directors composed of fifteen members as follows: (1) the secretary of economic development; (2) one economic development professional, appointed by the governor, from each regional planning district, provided that no more than four of the economic development professionals shall be members of the same political party; and (3) one professional businessperson, appointed by the governor, from each regional planning district, provided that no more than four of the professional businesspersons shall be members of the same political party. C. The governor shall appoint a chair and the board of directors shall elect other officers as the board deems necessary. D. The board of directors shall adopt bylaws, in accordance with the provisions of the Nonprofit Corporation Act, governing the conduct of the corporation in the performance of its duties under the Economic Development Corporation Act. E. The board of directors shall hire a president who shall be the chief administrative officer of the corporation and be responsible for its operations. F. A director, the president or another officer shall not be personally liable for any damages resulting from: (1) any negligent act or omission of an employee of the corporation; (2) any negligent act or omission of another director or officer of the corporation; or (3) any action taken as a director or officer or a failure to take any action as a director or officer unless the director or officer has breached or failed to perform the duties of his office and the breach or failure to perform constitutes willful misconduct or recklessness.