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<br />8.5 The Secretary shall cause the taking and keeping of minutes of all Board meetings. <br />Promptly after each meeting, the Secretary shall cause a copy of the minutes to be forwarded to <br />each Director, either electronically or in paper form. <br /> <br />8.6 A majority of the Directors shall constitute a quorum for the transaction of business of <br />the Board, except that Directors constituting less than a quorum may adjourn any meeting. <br /> <br />8.7 Each Director is entitled to cast one vote on any matter presented to the Board for a vote. <br /> <br />8.8 All decisions and actions shall be by a majority of the total number of Directors, <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 decision or action by the Board; and <br />with 13 total Directors, 7 votes would be required. <br /> <br />8.9 Meetings of the Board shall be conducted by a Chairperson, or in the Chairperson's <br />absence by the Vice Chairperson. In the absence of both the Chairperson and the Vice <br />Chairperson, meetings shall be conducted by the Public Director in attendance who represents <br />the largest Member Agency with Board representation, by population. <br /> <br />9. Bvlaws. The Board from time to time may adopt and amend bylaws for the conduct of its <br />affairs, provided that they are consistent with this Agreement and are necessary and appropriate <br />in order to carry out HEART's purpose. <br /> <br />10. Officers and Emplovees. <br /> <br />10.1 Every two (2) years, the Board shall elect a Chairperson and a Vice Chairperson from <br />among its members. <br /> <br />10.2 The Board shall appoint a Secretary who may, but need not be, a member of the Board. <br /> <br />10.3 The Board shall select a Treasurer, from one of the Member Agencies or a certified <br />public accountant, who shall be the depository and have custody of all the money and property of <br />HEART from whatever source. The duties of HEART Treasurer shall include those set forth in <br /> <br />Page II of 18 <br />C:ISharedIHEART SMClAdministrationlOrg DocumentslJPA RevisionlJPA red lined revision Final June08.doc <br />