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Agenda 2.a. - Attachment A SECTION 4.1. Annual Meeting. The annual meeting of the Board shall be held on the rd 3 Tuesday of the month of January in each year. rd SECTION 4.2. Regular Meetings. The Board shall hold regular meetings on the 3 of each month, commencing at a time the Board determines, or upon the schedule adopted by the Board at the annual meeting. SECTION 4.3. Special Meetings. Special meetings of the Board may be called by the Chairperson or, in the event of the Chairperson’s absence or inability, by the Vice Chairperson at any time, upon twenty-four hours prior notice to all Board members and the Clerk and Executive Director. Upon the same notice, special meetings of the Board may also be called by any two Board members. The Clerk shall post notice of any special meeting in the principal office of the Authority no less than three days prior to such special meeting, or such other period required for notice of special meetings under Minnesota Statutes, Chapter 13D. SECTION 4.4. Quorum. A quorum of the Board shall consist of four of the seven Board members. In the absence of a quorum, no official action may be taken by, on behalf of, or in the name of the Board or the Authority. SECTION 4.5. Adoption of Resolutions. Resolutions of the Board shall be deemed adopted if approved by not less than a simple majority of all Board members present, except as otherwise required by law. Resolutions may but need not be read aloud prior to vote taken thereon and may but need not be executed after passage. SECTION 4.6. Rules of Order. The presider shall conduct the meetings of the Board in such a fashion as to efficiently transact public business in compliance with law and fairness. In this regard, Rosenberg’s Rules of Order may be used as a parliamentary guide, but the sense of the Board operating in compliance with law and fairness rather than Rosenberg’s Rules of Order shall prevail in resolving all procedural issues. Board members may appeal procedural decisions of the presider by a motion that is made and seconded at the time of the presider’s action or inaction. Such appeal motion shall have priority over all other motions. A majority of the quorum in attendance voting in favor of the appeal motion is sufficient to reverse the presider’s ruling. SECTION 4.7. Conflict of Interest. Any Board member or employee who has a financial interest in any matter that is before the Authority shall publicly state the nature of said interest, excuse himself or herself from participation in the discussion or any decision- making process regarding the matter, and comply with the requirements of Minnesota Statutes, Section 469.009, as amended. 5.PROCEDURES OF THE HRA BOARD SECTION 5.1. Fiscal Year. The fiscal year of the Authority shall be the calendar year. SECTION 5.2. Execution of Contracts. All contracts, notes and other written agreements or instruments to which the Authority is a party or signatory or by which the Authority may be bound shall be executed by the Chairperson and/or the Executive Director or by such other Board members or officers of the Authority as the Board may be resolution prescribe. R:\HRA\2014_mtgs\01.21.14\2a.bylaws\2_a_Attachment_A_Roseville HRA Bylaws - 395206v3.DOC 395206v3 SJB RS275-1