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Agenda Item 9a. SECTION 3.5. Chairperson Pro Tem. In the absence or inability of the Chairperson and the Acting Chairperson at any meeting, the Board may appoint any remaining Commissioner as Chairperson Pro Tem to preside at such meeting. SECTION 3.6. Executive Director. The Authority shall appoint an Executive Director nominated by the City Manager. The Executive Director shall be the chief appointed executive officer of the Authority, and shall have such additional responsibilities and authority as the Board may from time to time by resolution prescribe. In addition, the Executive Director is responsible for recording and maintaining accurate records of the meetings of the Board and of all official actions taken by or on behalf of the Authority. The Chairperson, Acting SECTION 3.7. Election or Appointment; Vacancies. Chairperson, and Secretary shall be elected by the Commissioners at the first meeting of each new year, and shall hold such office until his/her successor is elected. Should the office of Chairperson, Acting Chairperson, or Secretary become vacant, the Authority shall appoint a successor from its membership at the next regular meeting, and such appointment shall be for the unexpired term of the said office. 4.MEETINGS OF THE HRA BOARD SECTION 4.1. Annual Meeting. The annual meeting of the Board shall be held in the month of January in each year. SECTION 4.2. Regular Meetings. The Board shall hold regular meetings upon a schedule to be determined by the Board. SECTION 4.3. Special Meetings. Special meetings of the Board may be called by the Chairperson or, in the event of the Chairpersons absence or inability, by the Acting Chairperson at any time, upon twenty-four hours prior notice to all Commissioners and the City Clerk and Executive Director. Upon the same notice, special meetings of the Board may also be called by any two Commissioners. The City 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 three of the 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, Rosenbergs 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 Rosenbergs Rules of Order shall prevail in resolving all procedural issues. Commissioners may appeal procedural decisions of the presider by a motion that is made and seconded at the time of the presiders action or inaction. Such appeal motion shall have priority over all other motions. H:\\2015_mtg\\10.01.15.special.meeting\\9a. amendment of by-laws\\Roseville HRA Bylaws - 395206v5.doc 395206v5 SJB RS275-1