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member shall serve until their successor is appointed and qualified as provided by each Party. <br /> Each member shall serve without compensation; however each Party may determine whether to <br /> pay per diem to their respective members pursuant to their own policy and procedures. <br /> 2.3.2. JDA Board General Authority. The JDA Board shall have the general <br /> authority as described in this Section: <br /> a. The JDA Board shall annually elect a Vice Chair to serve in the absence of <br /> the Chair. The Vice Chair shall be a member appointed by the County. <br /> b. The JDA Board shall adopt its own bylaws and rules of procedure to <br /> govern its activities and guide the setting, holding and cancellation of meetings. The <br /> Board may appoint committees or sub-committees. The Board shall meet monthly at <br /> such times and places as determined by the Board and as provided in its bylaws or rules <br /> of procedure. Special meetings may be called by the Chair or any two other members. <br /> The JDA shall keep minutes of all proceedings. A majority of all the members shall <br /> constitute a quorum. A simple majority vote of the members present at a meeting with a <br /> valid quorum shall be required for the JDA to take action, unless otherwise provided in <br /> this Joint Agreement or by law. All meetings of the JDA, its committees and sub- <br /> committees shall be governed by the Open Meeting Law and the Data Practices Act. <br /> C. Each member of the JDA Board shall have one vote. <br /> d. Each Party may also name an alternate appointee to serve in the capacity <br /> as a substitute for any member appointee of that Party (and who meets the qualifications <br /> for membership on the Board), in the event a member appointee is unable to attend a <br /> scheduled meeting of the JDA or any committee or subcommittee thereof. Such <br /> substitute appointee shall also have the right to vote on any action requiring a vote of the <br /> member appointee, including all substantive as well as procedural actions, when <br /> performing as a substitute for a regular member. <br /> 2.3.3. Finances. Until the JDA commences operations subsequent to approval of <br /> this Agreement each Party will be responsible for payments out of their respective budgets for <br /> their own staff costs as well as any per diem and other expenditures for those staff. Upon <br /> approval of this Agreement County shall fund the initial and ongoing expenses of the JDA. <br /> Consistent with its policies, County shall serve as the fiscal manager/agent for the JDA and assist <br /> in setting up such accounts as necessary for the JDA to conduct its activities ("Fiscal Agent"), as <br /> provided below and as shown on attached Schedule E. <br /> 2.3.3.1. The JDA may establish independent JDA bank accounts, to <br /> be managed by the Fiscal Agent, into which all revenue receipts generated by and <br /> belonging to the JDA, including the Annual Contribution by the County and those <br /> proceeds which the Parties may authorize to be borrowed as interfund loans, shall be <br /> deposited intact to the credit of such JDA accounts. <br /> 7 <br />