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INITIAL DRAFT 4-14-25 6 Secretary-Treasurer may delegate one or more of its duties to another officer or the VLAWMO Administrator. If the duties of the Secretary-Treasurer are delegated to another person, the Secretary-Treasurer shall supervise the performance of those duties. 3.12 Quorum. A majority of the Members shall constitute a quorum at all Board meetings. No business or decision of the Board may be made without a quorum. 3.13 Meetings. Regular meetings of the Board shall be held on a scheduled adopted by the Board. All meetings of the Board are subject to the Minnesota Open Meeting Law. Notice of the time and place of each meeting shall be sent to all Members and public notice shall be provided as required by Minn. Stat. § 13D.04. Meetings shall be conducted in accordance with rules adopted by the Board. 3.14 Voting. Each Director shall have one (1) vote in all matters coming before the Board in accordance with the following: (a) Approval of the proposed annual VLAWMO operating budget and the capital improvement program shall require approval of a simple majority of all Directors; (b) Approval of all others matters will be determined by a simple majority of Directors present and voting. 3.15 Committees. The Board may establish such committees and subcommittees as it deems appropriate. At least one Board member shall be the appointed as the Chairperson of each committee and all committees shall regularly report their activities to the Board. 3.16 Public Participation. The Board may appoint such committees and subcommittees composed of citizens as needed to provide for public participation and input in watershed activities and the responsibilities of VLAWMO. Such citizen committees shall be advisory. SECTION IV POWERS AND DUTIES OF THE BOARD OF DIRECTORS 4.1 Policies and Procedures. The Board shall adopt rules and regulations as it deems necessary to carry out its duties and the purpose of this Agreement. Such rules and regulations may be amended from time to time in either a regular or special meeting of the Board. No such amendment shall be adopted unless the language of the proposed amendment is included in the packet for the meeting at which it is considered. These rules and regulations, after adoption, shall be recorded in the VLAWMO policy book. 4.2 Watershed Management Plan (Plan). The Board shall adopt a water management plan, as required by the Act. The Plan shall be subject to the appropriate governmental unit review as required by the Act.