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08/25/2008 7. Staffiot!:. 7.1. It is understood that HEART may require the support of its own administrative staff. When deemed necessary, the Board may employ or use a managing agent ("Managing Agent"), to implement the objectives of HEART. The Managing Agent may consist of a separate entity or an executive director. The Board shall have responsibility for all employment decisions regarding said Managing Agent, who shall serve at the pleasure of the Board. 7.2. The Managing Agent may be delegated authority as deemed necessary or appropriate by the Board. 7.3. The Managing Agent shall be responsible for the day-to-day administration of HEART under the direction of the Board. The Managing Agent shall have the authority to employ or use administrative staff consistent with the goals, needs and approved budget of HEART. 7.4 If there is a Managing Agent that is a separate entity, that Managing Agent shall designate who on its staff shall be the Executive Director of HEART, but the acceptance of such choice shall be subject to the approval of the Board. 8. Meetioes 8.1. The Board shall schedule by Resolution at least two (2) regular meetings each Fiscal Year. 8.2. Special meetings of the Board may be called by the Chairperson and otherwise as in accordance with provisions of the California Government Code !i54956. 8.3. All meetings of the Board shall be held subject to the provisions of California Government Code !i54950 et~. and other applicable laws of the State of California. 8.4 All meetings of the Board must be held within the County of San Mateo at a location determined by the Chairperson, except that the Board may hold a special meeting outside the County of San Mateo upon an affirmative vote in accordance with Section 8.8 of this Agreement. Page 10 of18 C:ISharedIHEART SMClAdministrationlOrg DocumentslJPA RevisionlJPA redlined revision Final JuneOB.doc 14892 MUFF #304