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�..�i7 — .Z� <br /> Oct 19 05 09:55a SRn HRUnO CITY CLERK 1 650 589 5941 p.li <br /> . - 9,�/�' <br /> 8.9 Meetings of the Board shall be conducted by a Chairperson, or in the Ch�irperson's <br /> absence by the Vice Chairperson. In the absence of both the Chairperson and the Vice <br /> Chmirperson, meetings shall be conducted by the Public Director in attendancc who represents <br /> the Iargest Agency Mcmber with Board representation, by population. <br /> 9. B Ia�vs. Tf�e Sv�a2?d:�'rom time to dme may ndo.pt and �emend bylaws for the conduct of its <br /> affairs, grovided that they�at� with chis Agreement and are necesssry and appropriaie <br /> in order to carry out the HEAT-SMC's p�crpose. <br /> 10. Officers and Emnlo��ees. <br /> I0.! Every n�o (2) years, the Board shall elect a Chairpecson and a Vice Chairperson from <br /> amono its members. <br /> I0.2 The Board shall appoint a Secretary who may, but need not be, a member of the Board. <br /> I4.3 Thc Board shal2 select a Treasurer, from one of the Member Agencies or a certifed <br /> public accountant, who shal! be the depository and have custody of all the money and pi•operty of <br /> HEAT-SMC fi•om whntever source. The duties of the HEAT-SMC Treasurer shall include those <br /> set forth in thc Act, including those set for[h in Govemment Code Section G505.5. If the Board <br /> designates a certified public , accountant as the Treasurcr, then the a�ditor of one of the Membez <br /> Agencies sh�ll Ue designated as �he auditor of HEAT-S?vIC. The Treasurer may, if the Bo�u so <br /> elects, atso serve as the Financial Mflnagcr. <br /> I0.4 The HEAT-SMC shall desia ate its legal counsel. <br /> 11. V�'ithdra��•al. Any Mtmber Agency may withdraw from this Agreement vpon one(1) <br /> year's prior written notice to the other Member Agencies given at the end of any fiscal year. The <br /> rights and obligadons of such withdrawing Member Agency shall terrnina[e at the end of the first <br /> full fiscaI year for which the withdrawing Member Agency I�tis made its contribution followina <br /> such nodce having L�een gi��en. The �vithdrav��aJ of any Men�ber Agoncy from this Agreement <br /> shall in no v��ay affect the rights and oUligations of the remaining partics. if a Meml�er Agcncy <br /> PQge 17 of 17 <br />