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2020-12-09 CC Packet
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2020-12-09 CC Packet
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Section 4.7. Quorum. The presence of at least ten (10) Directors of Members in good <br />standing at a regular or special meeting shall constitute a quorum of the Board allowing it to <br />transact business, provided that the ten Directors hold at least a majority of the total Member votes. <br />Section 4.8. Motions. A majority of the Member vote totals represented by those Directors <br />present at a meeting is required to pass all motions, unless a greater majority is provided in this <br />JPA. <br /> <br />Section 4.9. Suspension of Vote. A Director, or Alternate shall not be eligible to vote <br />during the time the Member they represent has been notified by Metro-INET that it is in default <br />on any required assessment, contract or other contribution to Metro-INET or regarding security <br />breaches or other acts deemed by the Board to materially impair the quality of IT Services provided <br />by Metro-INET. During the existence of such default, the vote(s) of such Member shall not be <br />counted for the purposes of a meeting quorum or majority on a Board meeting vote. If a Member <br />remains in default for a period of more than forty-five (45) days after written notice on failure to <br />pay any billing from Metro-INET or notice of other default referenced above, the Board may act <br />to terminate the Member from Metro-INET by a majority vote of the Board at a regular meeting <br />or special meeting called for that purpose. <br /> <br />Section 4.10. Bylaws. At the Metro-INET organizational meeting the Board shall adopt <br />bylaws governing its procedures, including but not limited to, the time, place and frequency of its <br />regular meetings or procedures and voting majorities required for certain votes. Such bylaws may <br />be amended from time to time pursuant to Section 4.8 of this JPA. <br />Section4.11.RemunerationofDirectororAlternateExpenses.TheBoardshallhaveno <br />obligationtopayremunerationofDirectororAlternateexpenses,whichshallbesubjecttothepoliciesof <br />Memberappointingthem.The Board may, however, in its sole discretion, pay the reasonable and <br />necessary expenses of officers, Directors and Alternates incurred in connection with special duties <br />they undertake on behalf of Metro-INET, but such reimbursement shall not include the expenses <br />incurred solely for attending meetings of Metro-INET within the seven-county Twin Cities <br />metropolitan area. <br /> <br /> <br />Section 4.12. Removal of Directors. Any Director or Alternate shall be subject to removal <br />by the governing body of the Member. <br /> <br />Section 4.13. Director Vacancies. A vacancy on the Board shall be promptly filled by the <br />governing body of the Member whose position on the Board is vacant. <br /> <br />ARTICLE V <br />MEETINGS AND OFFICERS <br /> <br />Section 5.1. Special Meetings. Special meetings of the Board may be called: (a) by the <br />chair; (b) by the executive committee; or (c) upon the written request of a majority of the Directors. <br />Subject to an emergency exception, as defined by statute, at least three (3 <br />4 <br /> <br />
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