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without compensation; however each appointing authority may determine whether to pay per diem to their respective members pursuant to their own policy and procedures. Section 2.2. Officers. The officers of the Authority shall be a Chair and a Vice Chair, each of whom shall have the usual duties and powers of such offices, the duties and powers given to them by the Board from time to time, and those duties and powers prescribed by Minnesota law or these bylaws. The Chair and Vice Chair shall be elected annually by the Board. The Chair shall be the non-elected official member appointed by the City; the Vice Chair shall be appointed by the Ramsey County Board from its members on the JDA Board. Section 2.3. Chair. The Chair shall preside at all meetings of the Board. Except as otherwise authorized by resolution of the Board, the Chair shall sign all contracts, deeds, and other instruments made or authorized by the Board. At each meeting the Chair shall submit such recommendations and information as he or she may consider proper concerning the business, affairs, and policies of the Authority. Section 2.4. Vice Chair. The Vice Chair shall perform the duties of the Chair in the absence or incapacity of the Chair. In case of the resignation, incapacity or death of the Chair, the Vice Chair shall perform the duties of the Chair until such time as the City appoints a new Chair who shall then be elected as Chair by the Board. Section 2.5. Advisory Committees. The Authority may by resolution establish one or more advisory committees to the Authority. Section 2.6. Vacancies. Should the office of Chair or Vice Chair become vacant, the original appointing authority, the City or County respectively, shall appoint that officer’s replacement for the unexpired term of that office. ARTICLE III – PERSONNEL Section 3.1. Administrative Director. The County shall appoint the Administrative Director of the Authority. The Administrative Director shall be the chief administrator of the Authority, shall have general supervision over the administration of its business and affairs, subject to the direction of the Authority, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The Administrative Director shall serve at the pleasure of the County. Section 3.2. Development Director. The City shall appoint the Development Director of the Authority. The Development Director shall have general supervision over code enforcement activities on the TCAAP Site and oversee the JDA development review process, subject to the direction of the Board, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. The Development Director shall serve at the pleasure of the City. Section 3.3. Additional Personnel. The Authority shall have all of the power to do all of the things permitted by Minnesota Statutes, Section 469.097, as amended, as it deems necessary Page 2 of 8 421119v6 MTN TW185-1