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3 2015 Final – Redline Version  <br />  <br />determined by the records of the cable operator filed with the commission with the annual <br />franchise fee. Prior to the first commission meeting in March of each year, the <br />Secretary/Treasurer of the commission shall determine the number of votes for each Member in <br />accordance with this section and certify the results to the Chair. <br />Section 2. A director shall be appointed by resolution of the Council of each Member. A <br />director shall serve until a successor is appointed. and qualified. Directors shall serve without <br />compensation from the Commission. <br />Section 3. Each Member shall may appoint at least one an alternate director or directors. <br />The Commission, in its By-Laws, may prescribe the extent of an alternate's powers and duties. <br />Section 4. A vacancy in the office of director will exist for any of the reasons set forth in <br />Minnesota Statutes Section 351.02 or upon a revocation of a director's appointment duly <br />filed by a Member with the commission. Vacancies shall be filled by appointment for the <br />unexpired portion of the term of director by the Council of the Member whose position on the <br />Board Commission is vacant. <br /> Section 5. There shall be no voting by proxy, but all votes must be cast by the director or <br />the duly authorized alternate at a Commission meeting. <br />Section 6. The presence of five directors representing a majority of the total authorized <br />votes of all directors shall constitute a quorum, but a smaller number may adjourn from time to <br />time. <br />Section 7. A director shall not be eligible to vote on behalf of the director's municipality <br />during the time said municipality is in default on any contribution or payment to the commission. <br />During the existence of such default, the vote or votes of such Member shall not be counted for <br />the purposes of this Agreement. <br />Section 8. All official actions of the commission must receive two-thirds (2/3) of all <br />authorized votes cast on that issue at a duly constituted meeting of the Commission and the <br />affirmative vote of five directors. Abstentions shall not be considered authorized votes cast. <br /> <br />VII. EFFECTIVE DATE; MEETINGS; ELECTION OF OFFICERS <br />Section 1. A municipality may enter into this Agreement by resolution of its council and <br />the duly authorized execution of a copy of this Agreement by its proper officers. Thereupon, the