2020-12-09 CC Packet - Laserfiche WebLink

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