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Attachment 1 <br />Page 8 of 14 <br /> <br />Approved [insert date] <br />voting shares and by the affirmative vote of Directors, and if a Director makes such <br />a demand, then approval shall require both the affirmative vote of at least 75% of <br />Directors present and the affirmative vote of Directors having at least 75% of the <br />voting shares present, as determined by Section 3.7.1, but at least two Parties must <br />vote against a matter for the vote to fail. For purposes of this section, “imposition <br />on any Party of any obligation to make contributions or pledge assets as a <br />condition of continued participation in the CCA Program” does not include any <br />obligations of a withdrawing or terminated party imposed under Section 6.3. <br /> <br />3.8 Meetings and Special Meetings of the Board. The Board shall hold at least six regular <br />meetings per year, but the Board may provide for the holding of regular meetings at more frequent <br />intervals. The date, hour and place of each regular meeting shall be fixed by resolution or ordinance <br />of the Board. Regular meetings may be adjourned to another meeting time. Special and Emergency <br />Meetings of the Board may be called in accordance with the provisions of California Government <br />Code Sections 54956 and 54956.5. Directors may participate in meetings telephonically, with full <br />voting rights, only to the extent permitted by law. All meetings shall be conducted in accordance <br />with the provisions of the Ralph M. Brown Act (California Government Code Sections 54950 et <br />seq.). <br /> <br />3.9 Selection of Board Officers. <br /> <br />3.9.1 Chair and Vice Chair. The Directors shall select, from among themselves, a Chair, <br />who shall be the presiding officer of all Board meetings, and a Vice Chair, who shall serve <br />in the absence of the Chair. The term of office of the Chair and Vice Chair shall continue <br />for one year, but there shall be no limit on the number of terms held by either the Chair or <br />Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new <br />selection shall be made if: <br /> <br />(a) the person serving dies, resigns, or the Party that the person represents <br />removes the person as its representative on the Board or <br />(b) the Party that he or she represents withdraws from the Authority pursuant to <br />the provisions of this Agreement. <br /> <br />3.9.2 Secretary. The Board shall appoint a Secretary, who need not be a member of the <br />Board, who shall be responsible for keeping the minutes of all meetings of the Board and <br />all other official records of the Authority. <br /> <br />3.9.3 Treasurer and Auditor. The San Mateo County Treasurer shall act as the Treasurer <br />for the Authority. Unless otherwise exempted from such requirement, the Authority shall <br />cause an independent audit to be made by a certified public accountant, or public <br />accountant, in compliance with Section 6505 of the Act. The Treasurer shall act as the <br />depository of the Authority and have custody of all the money of the Authority, from <br />whatever source, and as such, shall have all of the duties and responsibilities specified in <br />Section 6505.5 of the Act. The Treasurer shall report directly to the Board and shall <br />comply with the requirements of treasurers of incorporated municipalities. The Board may <br />transfer the responsibilities of Treasurer to any person or entity as the law may provide at <br />the time. The duties and obligations of the Treasurer are further specified in Article 5. <br />7.A - Page 15