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<br />I 1(8 <br /> ARTICLE m. USER GROUP STRUCTURE: <br />I <br /> Section I. The Users Group will be governed and managed by a Board of Directors ("Board"). <br />It Section 2. One Director will represent each Member organization. Each Member orianization shall aoooint <br /> one Director and an alternate to serve on the Board <br /> S""'hou J. D~-x.to~.!t n~ll h" 5,1..x.ttd. ~l tll.... di~.........l~.....u of "lldl ~h..uibWl ....6(.11...:~....d. <br /> Section "].. The Board shall also have the followin2 officers: a Chair, Vice Chair, Secretary AIld Treasurer. <br />I ~d. .. r~....dl Ao"'ul. <br /> Section 5.! . These officers I'v~,l;OIIS are elected annually by the Board. <br /> Section 62. These officers "v"t;v,w are undertaken on a voluntaJy basis without pay. <br />I Section 'f 2. A quorum will consist of at least a t\\O-t1.;,ds one-half attendance of full membership of the <br /> Board. <br /> Section & Z. Decisions will be made by majority of the quorum. <br />I <br /> ARTICLE IV. DUTIES OF mE BOARD OF DffiECTORS: <br />I Section I. The Board shall meet at least two times per year. <br /> Section 2. The Board shall conduct an organizational meeting no later than 30 days after the effective date of this <br />I Agreement. The meeting will be called for the purposes of electing the 2f1kg positions of Chair, Vice Chair, Secretary llIll1 <br /> Treasurer ~.d r;,~al A6~"t. This meeting will allow the adoption of by-laws and other procedures governing the conduct of its <br /> meetings and its business as it deems appropriate. <br />I Section 3. The second mandatoIy annual meeting will be called by the Board to detennine the User Group Budget, review <br /> the operating procedures within t1.~ Jv;'.l P v"~" thia Agreement, and approve agreements with Ramsey County for the purposes <br /> of GIS data exchange, data access, data delivery and the updating of physical features. <br />~ Section 4. The Board shall approve and adopt the formula for the distribution of costs associated with access to Ramsey <br /> unty GIS data and for the updating of physical features. This formula will mill! be reviewed annually by the Board. <br /> Section 5. The Board shall arrange for and facilitate regular meetings of the User Group and for User Group activities. <br />I Section 6. The Chair presides at meetings of the Board. The Vice Chair will preside in the absence of the Chair. The <br /> Secretary is responsible for recording the proceedings of the Board and conununicating these proceedings to all Member <br /> organizations. The Treasurer is responsible for the funds and fmancial records of the Board. <br />I Section 7. The Chair and the Treasurer must sign vouchers or orders disbursing funds of the Users Group. Disbursement <br /> will be made in the method prescribed by law for statutory cities. <br /> Section 8. The Board may take such actions as it deems necessary and convenient to accomplish the general purposes <br />I of this Agreement. <br /> Section 9. The Board shall purchase liability insurance on behalf of the Users Group to insure against liability of the Users <br /> Group and its constituent Members <br /> Section 10. The Board may: <br />I (i) enter into contracts to carry out its powers and duties. in full colIlPliance with llrtY colIlPetitive biddin2 <br /> requirements imposed by State or local law. <br /> (ii) provide for the prosecution, defense, or other participation in proceedings at law or in equity <br />I in which it may have an interest; <br /> (iii) employ such persons as it deems necessary on a part-time, full-time or consultancy basis; <br /> (iv) purchase, hold or dispose of rea1and personal property; <br />I (v) contract for space, commodities or personal services with a Member or group of Members; <br /> (vi) accept gifts, apply for and use grants or loans of money or other property from the state, the United States of <br /> America, and from other government units and may enter into agreements in connection therewith and hold,.use and dispose of <br />I such money or property in accordance with the terms of the gift, grant, loan or agreement relating thereto. <br /> (rill aoooint a fiscal aient. <br />t- Page Two <br />I <br />