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<br />3 <br /> <br />Section 3.8. Appointment of Directors. Directors and Alternates shall be appointed by <br />the Member governing body to serve until their successors are appointed and qualified. Directors <br />shall be the chief administrative officer of the Member. <br /> <br />ARTICLE IV <br />BOARD OF DIRECTORS <br /> <br />Section 4.1. Governing Body. Metro-INET shall be governed by a Board of Directors <br />consisting of a Director and Alternate from each Member. At the organizational meeting and <br />annually thereafter, the Board shall elect an executive committee that may advise or act for the <br />Board as the Board may delegate to the executive committee as necessary, upon meetings duly <br />called, as provided in Article VIII. <br /> <br />Section 4.2. Appointment of Alternate Directors. Each Member shall appoint one <br />Alternate to the Director. The Alternate shall be entitled to attend all meetings of the Board and <br />may vote in the absence of the Director. <br /> <br />Section 4.3. No Proxy Voting. There shall be no voting by proxy. All votes must be cast <br />in person at Board meetings by the Director or Alternate, unless the meeting is duly conducted in <br />accordance with Minnesota Statutes, Sections 13D.02 (interactive TV) or 13D.021 (telephone or <br />other electronic means allowed if health pandemic or emergency). <br /> <br />Section 4.4. Notice of Change of Director or Alternate Director. When the Member <br />changes its designated Director or Alternate the Member shall provide written notice to Metro- <br />INET with the name, email address and mailing address of the person so appointed. <br /> <br />Section 4.5. Compensation of Directors and Alternate Directors. Directors and <br />Alternates shall serve without compensation from Metro-INET, but it shall not prevent a Member <br />from providing compensation for its Director or Alternate if such compensation is lawfully <br />authorized by such Member. <br /> <br />Section 4.6. Number of Votes Held by Directors. Unless otherwise expressly provided <br />herein, each Director shall have the number of votes equivalent to the Member’s share of Metro- <br />INET’s annual budget, as established by the Board and calculated as follows: Each Member’s <br />percentage share of Metro-INET’s annual budget shall be determined by Member use of Metro- <br />INET IT Services. Said Member share shall be rounded up to the nearest whole number, and that <br />number shall be the Member’s total number of votes in any vote of the Board. Members shall have <br />at least one vote. The number of votes for initial Members, and the total votes of the Directors for <br />the initial Board, shall be as set forth in the attached Exhibit A, and is subject to change annually <br />with the addition or subtraction of Members. The number of votes for each Director shall be <br />recalculated annually upon the adoption by the Board of the next fiscal year budget. Upon the <br />addition of a new Member, the Board shall estimate the new Member’s share of Metro-INET’s <br />annual budget for the period prior to adoption of the succeeding year’s budget and assign the <br />proportionate number of votes to the new Member for the remainder of that fiscal year. The number <br />of votes of existing Members shall not change during the year that new Member or Members join <br />Metro-INET.