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shall be a councilmember from the member Member City. Each director is entitled to one (1) vote for each '2,500 subscribers or fraction thereof subscribing in the municipality represented by the director provided, however, that each director shall have at least one vote. The number of subscribers per City shall be determined as of December 31st of each year. Prior to the first Commission meeting in February of each year, the Secretary of the Commission shall determine the number of votes for each Member in accordance with this section and certify the results to the Chair. Section 2. A director shall be appointed by re361utioft of tile C6tl1lCil6f each ~iember. official action of each Member. Each Member shall noti(v the Commission in writine of the appointment. A director shall serve until a successor is appointed. Directors shall serve without compensation from the Commission. Section 3. Each member Member shall appoint at least one alternate who shall be a City staff person of the member Member City. A member Member may appoint a second alternate or more altemate(s) who need not be a councilmember or staff. The Commission, in its By-Laws, may prescribe the extent of an alternate's powers and duties. Section 4. A vacancy in the office of director will exist for any of the reasons set forth in Minnesota Statutes Section 351.02, or upon a revocation of a director's appointment duly filed by a Member with the Commission. Vacancies sfttH+ shall be filled by appointment for the unexpired portion of the term of director by the council of the Member whose position on the Board is vacant. Section 5. There shall be no voting by proxy, but all votes must be cast by the director or the duly authorized alternate at a Commission meeting. Section 6. The presence of four directors representing a majority of the total authorized votes of all directors shall constitute a quorum, but a smaller number may adjourn from time to time. Section 7. A director shall not be eligible to vote on behalf of the director's municipality during the time said municipality is in default on any contribution or payment to the Commission. During the existence of such default, the vote or votes of such Member shall not be counted for the purposes of this agreement. Section 8. All official actions of the Commission must receive a simple majority (51%) of all authorized votes cast on the issue at a duly constituted meeting of the Commission and the affirmative vote of four (4) directors,; or the affirmative vote of six (6) directors. VII. EFFECTIVE DATE: MEETINGS: ELECTION OF OFFICERS Section 1. A municipality may enter into this agreement by resolution of its council and the duly authorized execution of a copy of this agreement by its proper officers. Thereupon, the clerk or other appropriate officer of the municipality shall file a duly executed copy of this agreement, together with a certified copy of the authorizing resolution, with the City Manager of the City of Blaine, Minnesota. The resolution authorizing the execution of the agreement shall also designate the director and the alternate for the municipality on the Commission, along with said 3