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st <br />December 31 of each year. Prior to the first Commission meeting in February of each <br />year, the Secretary of the Commission shall determine the number of votes for each <br />Member in accordance with this section and certify the results to the Chair. <br />Section 2. A director shall be appointed by official action of each Member. Each <br />Member shall notify the Commission in writing of the appointment. A director shall <br />serve until a successor is appointed. Directors shall serve without compensation from the <br />Commission. <br />Section 3. Each Member shall appoint at least one alternate who shall be a council <br />member from the MemberCity. A Member may appoint any number of additional <br />alternate directors, each of whom must also be a council member from that MemberCity. <br />The Commission, in its By-Laws, may prescrib <br />duties. <br />Section 4. A vacancy in the office of director will exist for any of the reasons set forth in <br />Minnesota Statues Section 351.02, or upon a revo <br />filed by a Member with the Commission. Vacancies shall be filled by appointment for <br />the unexpired portion of the term of director by the council of the Member whose <br />position on the Board 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 the number offour directors representing a majority of the <br />total authorized votes of all directors shall constitute a quorum, but a smaller number may <br />adjourn from time to time. <br />Section 7. A director shall not be eligible to vote on behalf of the <br />during the time said municipality is in default on any contribution or payment to the <br />Commission. During the existence of such default, the vote or votes of such Member <br />shall not be counted for the purposes of this agreement. <br />Section 8.All official actions of the Commission must receive either: <br />(1) a simple majority (51%) of all authorized votes cast on the issue at a duly <br />constituted meeting of the Commission and the affirmative vote of a <br />majority of the directorsfour (4) directors,; or <br />(2) the affirmative vote of three-fourths (3/4) of the six (6) directors. <br />VI.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. <br />Thereupon, the clerk or other appropriate officer of the municipality shall file a duly <br />executed copy of this agreement, together with a certified copy of the authorizing <br />resolution, with the Executive Director of the North Metro Telecommunications <br /> <br />