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<br />ARTICLE IX <br />BOARD OF DIRECTORS <br />There shall be a Board of Directors to govern the affairs of the Authority. The Board shall <br />be comprised of one director, and one alternate director, from each Class A Member Entity who shall <br />have the authority to bind the Member Entity on any and all matters relating to the business of the <br />Authority. Each director has one vote. The alternate director may cast a vote as a member of the <br />Board of Directors only in the absence of the director. Each director shall be the chief administrative <br />officer of each Member Entity or his or her designee. The alternate director shall be appointed by <br />and serve at the pleasure of that Member Entity's director. <br />POWERS RESERVED UNTO THE BOARD <br />The powers of the Board are the powers of the Authority not specifically reserved to the <br />Member Entities by this Agreement. The Board has authority to delegate its powers and authority. <br />However, the Board shall retain unto itself the power to change the Bylaws, to expel a member by <br />a two-thirds vote, and to establish a Program. <br />ARTICLE X <br />COMMITTEES <br />EXECUTIVE COMMITTEE <br />The Board may create an Executive Committee comprised of members of the Board and <br />delegate one or more of its powers to the Executive Committee except those powers not delegable. <br />An appointment to the Executive Committee, ifany, is by an election of the Board of Directors. <br />OTHER COMMITTEES <br />Other committees may be created by, or in accordance with, the procedures described in the <br />Bylaws. <br />ARTICLE XI <br />BOARD AND COMMITTEE MEETINGS <br />The Board shall hold at least one regular meeting each year. The Board shall fix the date, <br />hour, and place at which each regular meeting is to be held. A special meeting may be called upon <br />written request by the President or at least one-third of the Board members. <br />-6- <br />'r <br />