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2016 JPA with <br />Prior Amendments <br /> 4 <br /> <br />Subdivision 6. Appointment of Alternate Director. One Alternate Director shall be appointed <br />by each of the Members to this Agreement. The Alternate may attend the meetings of the Board <br />of Directors, but only the appointed Director, or the Alternate Director in the absence of the <br />Director, shall be allowed to vote on any matters before the Board. <br /> <br />Subdivision 7. Appointment of Technical Commission Representative. Each Member to this <br />Agreement shall appoint one commissioner and may appoint one alternate to serve on the <br />Technical Commission. <br /> <br />Subdivision 8. Compensation. Directors shall serve without compensation and without expense <br />allowance from VLAWMO. A Director may be reimbursed for out-of-pocket expenses incurred <br />on VLAWMO business with the approval of the Board. A Member may compensate its Director <br />or Alternate for his/her service, in the discretion of the Member. <br /> <br />SECTION V <br />ORGANIZATION OF THE BOARD OF DIRECTORS <br /> <br />Subdivision 1. Annual Meeting; Election of Officers. At a meeting of the Board held no later <br />than April of each calendar year, also known as the Annual Meeting, the Board shall elect from <br />among the Directors a Chair, Vice Chair, and a Secretary-Treasurer, and such other officers as it <br />deems necessary to conduct its meetings and affairs (“Officers”). An Alternate Director may not <br />serve as an officer of VLAWMO. <br /> <br />Subdivision 2. Duties of Officers. <br /> <br />1) The Chair shall preside over meetings of the Board, and in the absence of the Chair, the <br />Vice Chair shall perform this duty. In the absence of the Chair or Vice Chair, the <br />Treasurer shall preside. The Chair shall retain all rights of a Director to speak, make <br />motions and vote. <br /> <br />2) The Vice Chair shall preside at meetings when the Chair is absent and shall automatically <br />be promoted to complete the annual term of the Chair if the then current Chair resigns or is <br />removed from the Board. <br /> <br />3) The Secretary-Treasurer shall maintain a record of the proceedings of the Board, be <br />responsible for the custody of the records of the Board, see that notices are duly given and <br />complete such other duties as the Board may assign. The Secretary-Treasurer shall also be <br />responsible for all monies of VLAWMO and shall periodically report the fiscal condition <br />of VLAWMO to the Board. If the duties of the Secretary-Treasurer are delegated to a <br />VLAWMO employee, the Secretary-Treasurer shall supervise the performance of those <br />duties. <br /> <br />Subdivision 3. Quorum. A majority of the Members present shall constitute a quorum at all <br />Board meetings. No business or decision may be made without a quorum. <br />