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respective Board members. In the case of a vacancy on the Board of a member from either Party, <br /> that Party shall appoint a new member to fill the respective vacancy for the remainder of that <br /> term. Each member shall serve until their successor is appointed and qualified as provided by <br /> each Party. Each member shall serve without compensation; however each Party may determine <br /> whether to pay per diem to their respective members pursuant to their own policy and <br /> 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 . „lly eleet „ Viee Chair-to se in the absence „r <br /> the Chain 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, but shall not meet at times of regularly scheduled meetings of the Ramsey <br /> County Board or Arden Hills City Council unless agreed to by the Parties. Special <br /> meetings may be called by the Chair or any two other members. The JDA shall keep <br /> minutes of all proceedings. A majority of all the members shall constitute a quorum. A <br /> simple majority vote of the members present at a meeting with a valid quorum shall be <br /> required for the JDA to take action, unless otherwise provided in this Joint Agreement or <br /> by law. All meetings of the JDA, its committees and sub-committees shall be governed <br /> 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. Each Party will be responsible for payInents out of their <br /> respective budgets fc-- 'T-c ° ,• «gin staff costs, as well as any per die t,­­ ­­nditures for <br /> those staff to assist in implementing the JPA until the JDA commences operations. Upon <br /> approval of this Agreement, County shall fund the expenses of the JDA, including <br /> reimbursement of purchased services pursuant to Section 2.3.4.2. Consistent with its policies, <br /> County shall serve as the fiscal manager/agent for the JDA and assist in setting up such accounts <br /> as necessary for the JDA to conduct its activities ("Fiscal Agent"), as provided below and as <br /> shown on attached Schedule E. <br /> 7 <br />