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<br />Oct 19 05 09:55a <br /> <br />SAN BRUNO CITY CLERK <br /> <br />1650 589 5941 <br /> <br />p.l0 <br /> <br />f'ð./b <br /> <br />7.3. The Managing Agent shaH be responsible for the day-to-day administration of HEAT- <br />SMC LInder the direction of the Board of Directors. The Managing Agent shall have the <br />authority to employ or use administrative staff consistent with the goals, needs and approved <br />budgetof~IEAT-SMC. <br /> <br />7.4 If there is a Managing Agent that is a separate entity, that Managing Agent shall <br />designate who on its staff shan be the Executive Director of the HEAT~SMC, but the acceptance <br />of such choice shall be subject to the approval of the Board. <br /> <br />8. <br /> <br />Meetines <br /> <br />8.1 <br /> <br />The Board shal1 schedule by Resolution at least two (2) regular meetings each Fiscal <br /> <br />Year. <br /> <br />8.2. <br /> <br />Special meetings of the Board may be caUed by the Chairperson and otherwise as in <br /> <br />accordance with provisions of the Califoll1ia Government Code' 54956. <br /> <br />8.3. All meetings of the Board shall be held subject to the provisions of CaHfornia <br />Govcll1ment Code '.54950 et~. and other applicabJeJaws of the State of California. <br /> <br />8.4 <br /> <br />AU meetings of the Board must be held within the County of San Mateo at a location <br /> <br />determined by the Chairperson, except that the Board may hold a special meeting outside the <br />County of San Mateo upon an afftlmative vote in accordance with Section 8.8 of this Agreement. <br /> <br />8.5 The Secretary shall cause the taldng and keeping of minutes of all Board meetings. <br />Promptly after each meeting, the Secretary shaIJ cause a copy of the minutes to be forwarded to <br />each Director. either electronically or in paper form. <br /> <br />8.6 A majO1;ty of the Directors shall constitute n quorum for the transaction of business of <br />the Board, except that Directors constituting Jess than a quorum may adjourn any meeting. <br /> <br />8.7 <br /> <br />Each Director is entit]ed to cast one vote on any matter presented to the Board for a vote. <br /> <br />8.8 <br /> <br />AU decisions and actions shaH be by a majority of the total number of Directors, <br /> <br />regardless of the number of Directors present, unless otherwise provided in this Agreement. For <br />example, with 21 total Directors, 11 votes are required for a decisiOJl or action by the Board; and <br />with 13 total Directors, 7 votes wou]d be required. <br /> <br />Pnge 10 of 17 <br />