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complete such other dies as the Board may assign, The Secretary-Treasurershall also be. responsible for all monies of VLAWMO and shall periodically report the fiscal -condition of VLAWMO to the Board..If tlie.duties of the Secretary -Treasurer are deiegated.wa VLAWM0 employee, the Secretary -Treasurer shall supervise the performauce of those duties. Sub&biou 3: Quoruei. A. b4orit* of the. Members present: shalt constitute a quorum. at. all Board meetings. No businesa or decision may be made without a quorum, Subdivision 4. Meetings. Regular meetings of the Board shall beheld at -least bi-monthly on a day and time seleeted*by the Board. All meetings of the Board are subject to the NVlinnesota Open Meeting. Law. Notice of the time and place of each meeting shall be sent to all. Members, provided -to the public requesting.this information, and follow notice requirements outlined in. Minne$o% Statutes, Section 13D 04.. Meetings slWl. be conducted in accordance with rules adapted by the Board. .Subdivision 5. Voting. Each Director shall have one (1) vote in all riiatters, as follows: 1) approval of the proposed annual VLAWMO operating budget shall require approval of a simple majority of all Directors; 2) approval of capital.improvementprojects-will require approval of two-thirds (2/3) of.all Directors; and 3) approval of all others matters will be determined by a. simple majority of Directors present and voting: Subdivision 6. Committees. The. Board may appoint such committees and subcommittees as it deems appropriate. At least orie.Board member shall be the appointed as the Chairperson of each committee and all committees. shall regularly report their activities to the Board. Subdivision 7.. Public Participation. The Board *ayyappoint such committees and subcommittees. Composed. of citizens as needed to -provide for public participation and input in watershed activities and the responsibilities of VIAW. MQ. 54oh citizen. committees shalt. be advisory.. SEMON °VI RESPONSIBILITIES AND DUTIES OF THE BOARD OF DIRECTORS Subdivision 1. Policies and Procedures. The Board shall adopt rules and regulati0ns as it deems necessary to carry out itsAi0es and the.purpose of this�Agreoment. Such rules and:regulations may be amended from time -to time in either a regular -or special meeting of the Board provided tits# notice of such proposed amendment has been given to each Director at least ten (10).days prior:to the meeting at which the proposed amendment will be considered. These ruses and regulations, after adoption, shall be recorded in the VLAWM.O policy book. 476792v6 KM VA245-1 5