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<br />ARTICLE 7. <br /> <br />BOARD OF DIRECTORS <br /> <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 hislher 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 /> <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 /> <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 /> <br />7.4) A majority of the Members shall constitute a quorum of the Board. <br /> <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 /> <br />ARTICLE 8. <br /> <br />MEETINGS <br /> <br />8.1) The Commission shall meet at least quarterly and shall hold an annual <br />organizational meeting in July. <br /> <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 />time. <br /> <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 /> <br />4 <br />