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S. 1$ <br />C. \Documc and Sethngs\=humh\Lacal Settings \Temporary Internet Files\OLKE8UPA Daft 7 clean.doc <br />DRAFT 7clwn <br />7.3. The Managing Agent shall be responsible for the day -to -day administration of HEAT - <br />SMC under 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 />budget of HEAT -SMC. <br />7.4 If there is a Managing Agent that is a separate entity, that Managing Agent shall <br />designate who on its staff shall 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 />8. Meetines <br />8.1. The Board shall schedule by Resolution at least two (2) regular meetings each Fiscal <br />Year. <br />8.2. Special meetings of the Board may be called by the Chairperson and otherwise as in <br />accordance with provisions of the California Government Code 1 54956. <br />8.3. All meetings of the Board shall be held subject to the provisions of California <br />Government Code 1 54950 et §e q. and other applicable laws of the State of California. <br />8.4 All meetings of the Board must be held within the County of San Mateo at a location <br />determined by the Chairperson, except that the Board may hold a special meeting outside the <br />County of San Mateo upon an affirmative vote in accordance with Section 8.8 of this Agreement. <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 />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 />8.7 Each Director is entitled to cast one vote on any matter presented to the Board for a vote. <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 />