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ARTICLE 7. <br /> BOARD OF DIRECTORS <br /> 7.1) The governing body of the Commission is its Board of Directors. Each Member is <br /> entitled to two Directors. Each Member is entitled to one vote to be cast by the <br /> elected Director or in his/her absence the appointed Director or their respective <br /> proxies. The Council of each Member shall appoint its two (2) Directors, one (1) <br /> of whom shall be the City Manager or Administrator and the other shall be an <br /> elected official from the Council of the Member. Directors shall serve without <br /> compensation from the Commission, but this shall not prevent a Member from <br /> providing compensation for its Directors if such compensation is authorized by the <br /> Member and by law. <br /> 7.2) Proxy voting shall be permitted. Proxies must be designated by a Director and <br /> must be present at the meeting to vote. <br /> 7.3) Each Director shall serve until that Director's successor is appointed and assumes <br /> his or her responsibilities. Directors shall serve at the pleasure of the Council <br /> appointing them. When a Council appoints a Director, it shall give notice of such <br /> appointment to the Commission's Secretary/Treasurer. Such notice shall include the <br /> mailing address of the person so appointed. The names and addresses shown on <br /> such notices may be used as the official names and addresses for the purposes of <br /> giving notices of any meetings of the Commission. <br /> 7.4) A majority of the Members shall constitute a quorum of the Board. <br /> 7.5) A vacancy on the Board shall be filled by the Council of the Member whose <br /> position on the Board is vacant. <br /> ARTICLE 8. <br /> MEETINGS <br /> 8.1) The Commission shall meet at least quarterly and shall hold an annual <br /> organizational meeting in July. <br /> 8.2) The Board shall adopt Bylaws governing its procedures, including the time, place, <br /> and frequency of its regular meetings. Such Bylaws may be amended from time to, <br /> tune: <br /> 8.3) Special meetings of the Board may be called (a) by the Chair or (b) by the <br /> Operating Committee, or the Board upon written request of the majority of the <br /> Directors. Five .(5) days' written notice of special meetings shall be given to the <br /> Directors. Such notice shall include the- agenda for the special meeting. Only <br /> matters set forth in the agenda shall- be considered at a special meeting. <br /> 4 <br />