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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 Treasurer <br />shall preside. The Chair shall retain all rights of a Director to speak, make motions and <br />vote. <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 />3) The Secretary shall maintain a record of the proceedings of the Board, be responsible for <br />the custody of the records of the Board, see that notices are duly given and complete such <br />other duties as the Board may assign. If the duties of the Secretary are delegated to a <br />VLAWMO employee, the Secretary shall supervise the performance of those duties. <br />4) The Treasurer shall be responsible for all monies of VLAWMO and shall periodically <br />report the fiscal condition of VLAWMO to the Board. The Chair, Vice Chair, Treasurer <br />and Administrator are authorized to be signers for financial disbursements provided that all <br />checks, other forms of disbursement, or any obligations will require at least two signatures <br />from among the authorized signers. <br />Subdivision 3. Quorum. A majority of the Members present shall constitute a quorum at all <br />Board meetings. In the absence of a quorum, a scheduled meeting shall not be started and the <br />meeting shall be re -scheduled. <br />Subdivision 4. Meetings. Regular meetings of the Board shall be held at least once each quarter <br />on a day and time selected by the Board. All meetings of the Board are subject to the Minnesota <br />Open Meeting Law. Notice of the time and place of each meeting shall be sent to all Members, <br />provided to the public requesting this information, posted one week before the meeting outside the <br />meeting area, and published in a newspaper of general circulation distributed in the VLAWMO <br />area. Meetings shall be conducted in accordance with the latest version of Roberts Rules of Order. <br />Subdivision 5. Voting. Each Director shall have one (1) vote in all matters, as follows: <br />1) approval of the proposed annual VLAWMO operating budget shall require approval of a <br />simple majority of all Directors; <br />2) approval of Works of Improvement (capital improvement projects) will require approval of <br />two-thirds (2/3) of all Directors; and <br />3) approval of all others matters will be determined by a simple majority of Directors present <br />and voting. <br />Subdivision 6. Committees. The Board may appoint such committees and subcommittees as it <br />deems appropriate. At least one Board member shall be the appointed as the Chairman of each <br />committee and all committees shall regularly report their activities to the Board. <br />Subdivision 7. Public Participation. The Board may appoint such committees and <br />subcommittees composed of citizens as needed to provide for public participation and input in <br />watershed activities and the responsibilities of VLAWMO. Such citizen committees shall be <br />advisory. <br />SECTION VI <br />RESPONSIBILITIES AND DUTIES OF THE BOARD OF DIRECTORS <br />Subdivision 1. Policies and Procedures. The Board shall adopt rules and regulations as it deems <br />necessary to carry out its duties and the purpose of this Agreement. Such rules and regulations <br />4 <br />