AgdaPkt 2013-06-24 Closed and Joint Amended 06-21_2013

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8.A. - Page 14 ARTICLE 9.VACANCIES 91 Director Vacancies. Should a vacancy occur on the Board due to the separation from service by a Director from a Member, the person who is acting in the capacity of the former Director with the Member shall temporarily assume the duties of the former Director until such time as the Member appoints a permanent Director, such temporary Director shall have the full powers and authority of a permanent Director. 9.2 Officer Vacancies. Should a vacancy occur among any officer authorized in Article 8 of this Agreement, the Board shall elect a new officer at its next scheduled Board meeting. ARTICLE 10.MEETINGS 101 Regular Meetings. The Board shall schedule by Resolution regular monthly meetings during each Fiscal Year. 10.2 Special Meetings. Special meetings of the Board may be called in accordance with provisions of the California Government Code §54956. 10.3 Notice of Meetings. All meetings of the Board shall be held subject to the provisions of California Government Code §54950-54962 (Brown Act) and other applicable laws of the State of California. 10.4 Meeting Location. All meetings of the Board must be held within the Service Area at a location determined by the Chair, except that the Board may hold a special meeting outside the Service Area upon an affirmative vote in accordance with Section 10.8 of this Agreement. 10.5 Minutes. The Chair shall cause the taking and keeping of minutes of all Board meetings. Promptly after each meeting, the Chair shall cause a copy of the minutes to be forwarded to each Director, either electronically or in paper form. 10.6 Quorum. A majority of the Directors shall constitute a quorum for the transaction of business of the Board, except that Directors constituting less than a quorum may adjourn any meeting. 10.7 Voting Rights. Each Member is entitled to cast one vote on any matter presented to the Board for a vote. 10.8 Voting Requirement. The vote of two thirds (2/3) of the Directors present shall constitute the act of the Board, unless otherwise provided in this Agreement. 10.9 Conduct of Meetings. Meetings of the Board shall be conducted by the Chair, or in the Chair's absence by the Vice Chair. In the absence of both the Chair and the Vice Chair, meetings shall be conducted by the Director in attendance who represents the largest Member, by population. ATTY/AGR/2013/AMENDMENTS/AMEND N0.2 SBWMA JPA AGREEMENT REV: 06-10-13 PT Page 9 of 24