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Agenda 2.a. - Attachment A 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 Commissioners and the Clerk and Executive Director. Upon the same notice, special meetings of the Board may also be called by any two Commissioners. 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 if the Board consists of seven Commissioners and three if the Board consists of five Commissioners. 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 Commissioners 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, Robert’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 Robert’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 BOARD OF COMMISSIONERS 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 Commissioners or officers of the Authority as the Board may be resolution prescribe. SECTION 5.3. Amendment of By-Laws. These By-Laws may be amended by the Board only by not less than a majority vote of all the Commissioners, provided that any such proposed amendment shall first have been delivered to each Commissioner at least five days prior to the meeting at which such amendment is considered.