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complete such other duties as the. Board may assign. The Secretary -Treasurer shall also be responsible for all monies of VLAWMO and shall periodically report the fiscal condition of VLAWMO to the Board. if the duties of the Secretary -Treasurer are delegated to a M0 employee,. the Secretary -Treasurer shall VLAwsupervise the performance of those duties. Subdivision 3. Quorum. A majority of the Members present shall constitute a quorum at all Board meetings. No business or decision may made without a quorum.. Subdivision 4. Meetings. Regular meetings of the Board shall beheld.at least bi-monthly on a day and time selected 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, provided to the public requesting this.information, and. follow notice requirements outlined in Minnesota Statutes, Section 13D.04, Meetings shall be conducted in accordance with rules adopted by the Board. Subdivision.5. Voting. Each Director shall have one (1) vote in all matters, 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 improvement projects will require approval of two-thirds (W) 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 one 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 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 VI RESPONSIBILITIES AND DUTIES OF THE BOARD OF DIRECTORS" Subdivision L Policies and. Procedures. The Board shall adopt rules and regulations as it deems necessary tv 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 provided that notice of such proposed amendment has been given to each Director at least ten (1.0). days prior to the meeting at which the proposed amendment will be. considered.. These rules and regulations; after adoption, shall be recorded in the VLAWMO policy book. 476792v6 KRH VA245-1