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2016 JPA with <br />Prior Amendments <br /> <br /> 7 <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 />3.8 Subdivision 7. Appointment of Technical Commission Representative.Commissioners. <br />Each Member to this Agreement shall appoint one commissionerCommissioner, and may <br />also appoint one alternateAlternate Commissioner, to serve on the Technical Commission. <br />A Member shall promptly appoint someone to fill a vacancy in its Commissioner or, if <br />applicable, Alternate Commissioner positions. <br /> <br />3.9 Subdivision 8. Compensation. Directors, Alternate Directors, Commissioners, and <br />Alternate Commissioners shall serve without compensation and without an expense <br />allowance from VLAWMO. AA Director or Alternate Director may be reimbursed for out- <br />of-pocket expenses incurred on VLAWMO business with the approval of the Board. A <br />Member may compensate its Director or, Alternate Director, Commissioner, and Alternate <br />Commissioner for his/hertheir service, in the discretion of the Member. <br /> <br /> <br />SECTION V <br />ORGANIZATION OF THE BOARD OF DIRECTORS <br /> <br />3.10 Subdivision 1. Annual Meeting; Election of Officers. At a meeting of the Board held no <br />later than April of each calendar year, also known as the Annual Meeting, the Board shall <br />elect from among the Directors a Chair, Vice Chair, and a Secretary-Treasurer, and such <br />other officers as it deems necessary to conduct its meetings and affairs (“Officers”).. An <br />Alternate Director may not serve as an officer of VLAWMO. <br /> <br />3.11 Subdivision 2. Duties of Board Officers. <br /> <br />1)(a) Chair. The Chair shall preside over meetings of the Board, sign checks, and inreview <br />audits. In the absence of the Chair, the Vice Chair shall perform this duty.the Chair’s <br />duties. In the absence of the Chair or Vice Chair, the Secretary-Treasurer shall <br />preside.serve as the presiding officer at the Board meeting. The Chair shall retain all <br />rights of a Director to speak, make motions, and vote on matters coming before the <br />Board. <br /> <br />2)(b) Vice Chair. The Vice Chair shall preside at meetings when the Chair is absent and <br />shall automatically be promoted to complete the annual term of the Chair if the then <br />currentelected Chair resigns or is removed from the Board. <br /> <br />3)(c) Secretary-Treasurer. The Secretary-Treasurer shall maintain a record of the <br />proceedings of the Board, be responsible for the custody of the Board’s records of the <br />Board, see that notices are duly given, and complete such other duties as the Board <br />may assign. The Secretary-Treasurer shall also be responsible for all monies of <br />VLAWMO and shall periodically report the fiscal condition of VLAWMO to the