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<br />Oct 19 05 09:55a <br /> <br />SAN BRUNO CITY CLERK <br /> <br />1650 589 5941 <br /> <br />Ø! 'ib <br /> <br />7.3. The Managing Agent sha1l be responsible for the day-to-day administration of HEAT- <br />SMC under th~ direction ,of the Board of Directors. Th~ Managing Agent shall have the <br />authority to employ or use administrative staff consistent with the goals, needs and approved <br />budget oUiEAT-SMC" :', .'~', <br /> <br />, ',~. , <br /> <br />-, , <br />7.4 If there is a Mannging Agent that is n separate entity, that Managing Agent shan <br />designat~ who on its staff shan be the Executive Director of th~ HEAT-SMC, but the acceptanc~ <br />of such choice shall be subject to the approval of the Board. <br /> <br />s. <br /> <br />Meetinl!'s <br /> <br />8.1 <br />Y~r. <br /> <br />The Board shaIl schedule by Resolution at least two (2) regular meetings each FiscaJ <br /> <br />8.2. Special meetings of the Board may b~ called by th~ Chairperson nnd otherwise as in <br />accordance with provisions of the CaUfomia Governmenl Code' 54956. <br /> <br />8.3. All meetings of the Board shaH be held subject to the provisions of CaHfornia <br />Govemment Code '.54950 et~. and other applicable, laws of the State of C~Iifornia. <br /> <br />" , <br /> <br />8.4 <br /> <br />All, meetings of th~ Board must be held within the County of San Mateo at n location <br /> <br />determined by the Chairperson. except that the Board may hold a special meeting outside the <br />.',' ,f, <br />County of San Mnt~ upon an affinnaûve vote in accordance with Section 8.8 of this Agreement. <br /> <br />8.5 The Secrétary shall cause the taking and keeping of minutes of all Board meetings. <br />PromptJy after each meeting, the Secretary shall cause a copy of th~ minutes to be forwarded to <br />each Director, either electronically or in paper fonn. <br /> <br />8.6 A majolity of the Directors shaH constitute 11 quorum for the transaction of business of <br />the Board, except that Directors constituting less than 11 quorum may adjourn any m~eting. <br /> <br />8.7 <br /> <br />Each Director is entitled to cast one vote on any matter presented to the Board for a vote. <br /> <br />8.8 An decisions and actions shaH be by a majority of the total number of Directors, <br />regardless of the number of Directors present, W1less otherwise provided in this Agreement. For <br />ex-ample, with 21 total Directors, 11 votes are required for a decision or action by the Board; and <br />with 13 total Directors, 7 votes would be required. <br /> <br />Page 10 of 17 <br /> <br />p.10 <br /> <br />, .... -." <br /> <br />. ,.---------,------------.---.-'-.. .,.' <br />