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6.3.A. - Page 13 <br /> rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to <br /> participate in the proceedings of the Board, and to vote upon any and all matters. No alternate <br /> may have more than one vote at any meeting of the Board, and any Member's designation of an <br /> alternate shall be delivered in writing (which may be by electronic mail) to the Authority and shall <br /> be effective until such alternate is replaced by his or her governing body or is no longer a <br /> Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the <br /> governing body of the Member in the same manner provided in this paragraph c.. <br /> d. Any person who is not a member of the governing body of a Member and who <br /> attends a meeting on behalf of such Member may not vote or be counted toward a quorum but <br /> may, at the discretion of the Chair, participate in open meetings he or she attends. <br /> e. Each Associate Member may designate a non-voting representative to the Board <br /> who may not be counted toward a quorum but who may attend open meetings, propose agenda <br /> items and otherwise participate in Board Meetings. <br /> f. Delegates shall not receive compensation for serving as Delegates, but may claim <br /> and receive reimbursement for expenses actually incurred in connection with such service <br /> pursuant to rules approved by the Board and subject to the availability of funds. <br /> g. The Board shall have the power, by resolution, to the extent permitted by the Act <br /> or any other applicable law, to exercise any powers of the Authority and to delegate any of its <br /> functions to the Executive Committee or one or more Delegates, officers or agents of the <br /> Authority, and to cause any authorized Delegate, officer or agent to take any actions and execute <br /> any documents for and in the name and on behalf of the Board or the Authority. <br /> h. The Board may establish such committees as it deems necessary for any lawful <br /> purpose; such committees are advisory only and may not act or purport to act on behalf of the <br /> Board or the Authority. <br /> i. The Board shall develop, or cause to be developed, and review, modify as <br /> necessary, and adopt each Program. <br /> 8. Meetings of the Board <br /> a. The Board shall meet at least once annually, but may meet more frequently upon <br /> call of any officer or as provided by resolution of the Board. <br /> b. Meetings of the Board shall be called, noticed, held and conducted pursuant to the <br /> provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Section 54950) of Part I of <br /> Division 2 of Title 5 of the Government Code of the State of California. <br /> c. The Secretary of the Authority shall cause minutes of all meetings of the Board to <br /> be taken and distributed to each Member as soon as possible after each meeting. <br /> d. The lesser of twelve (12) Delegates or a majority of the number of current <br /> Delegates shall constitute a quorum for transacting business at any meeting of the Board, except <br /> Page 6 of 13 <br />