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employee is associated. A Commissioner who has a potential conflict of interest shall not attempt to <br /> influence an employee in any manner related to the action or decision in question and shall not take <br /> part in the action or decision and shall not be counted toward a quorum during the portion of the <br /> meeting in which the action or decision is considered. In the case of an employee who has a <br /> potential conflict of interest, the matter shall be assigned to another employee who does not have a <br /> conflict of interest. The fact that the appointed elected official members of the Board represent their <br /> respective governing bodies on the Board is not deemed to be a conflict of interest merely because <br /> of such appointment. <br /> Section 6.2 Disclosure. Any Commissioner or employee who has a potential conflict of <br /> interest must submit to the Board a written statement describing the matter requiring the action or <br /> decision and the nature of the potential conflict of interest. <br /> Section 6.3 Exceptions. The exceptions specified in Minnesota Statutes, Section 471.88 <br /> apply to Commissioners and employees of the Board. <br /> ARTICLE VII-INDEMNIFICATION <br /> Section 7.1. Indemnification. The Authority shall be authorized by the fullest extent <br /> permitted by law to indemnify any person against expenses and liabilities arising by reason of the <br /> fact that the person is or was a Commissioner, officer, employee or agent of the Authority. <br /> Section 7.2. Insurance. The Authority may purchase and maintain insurance on behalf of <br /> itself and on behalf of any person in that person's official capacity against any liability asserted <br /> against that person and incurred by that person in such capacity whether or not the Authority would <br /> have been required to indemnify that person against liability as provided in Section 7.1. <br /> ARTICLE VIII- MISCELLANEOUS <br /> Section 8.1. Amendments to Bylaws. The bylaws of the Authority shall be amended only <br /> by resolution approved by at least four (4) of the members of the full Board at a regular or special <br /> meeting. <br /> Section 8.2 Consistency with Joint Agreement. The Authority shall strive to ensure <br /> that its actions are consistent with the requirements of the Joint Agreement as it may be <br /> amended, and other objectives for the development of the TCAAP Site as jointly established by <br /> the City and County from time to time. <br /> Page 7of8 <br /> 4211190 MT'N TW 185-1 <br />