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t <br />CADocuments and Seningslmchunchl=al Settings\Temponuy Into net Fi1esWLKE8VPA Draft 7 clean.doc 5 ' <br />DRAFT Mean l <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 />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 conducting by the Public Director in attendance who represents <br />the largest Agency Member with Board representation, by population. <br />9. Bylaws 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 the HEAT -SMC's purpose. <br />10. Officers and Emplovees. <br />_. 10.1 Every two (2) years, the Board shall elect a Chairperson and a Vice Chairperson from <br />among its members. <br />10.2 The Board shall appoint a Secretary who may, but need not be, a member of the Board. <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 />HEAT -SMC from whatever source. The duties of the HEAT -SMC Treasurer shall include those <br />set forth in the Act, including those set forth in Government Code Section 6505.5. If the Board <br />designates a certified public accountant as the Treasurer, then the auditor of one of the Member <br />Agencies shall be designated as the auditor of HEAT -SMC. The Treasurer may, if the Board so <br />elects, also serve as the Financial Manager. <br />10.4 The HEAT -SMC shall designate its legal counsel. <br />11. Withdrawal. Any Member Agency may withdraw from this Agreement upon 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 obligations of such withdrawing Member Agency shall terminate at the end of the first <br />