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ARTICLE III. USER GROUP STRUCTURE: Section 1. The Users Group will be governed and managed by a Board of Directors (ABoard-). Section 2. One Director will represent each Member organization. Each Member organization shall appoint one Director and an alternate to serve on the Board. Section 3. The Board shall also have the following officers: a Chair, Vice Chair, Secretary and Treasurer. Section 4. These officers are elected annually by the Board. Section 5. These officers are undertaken on a voluntary basis without pay. Section 6. A quorum will consist of at least aone-half attendance of full membership of the Board. Section 7. Decisions will be made by majority of the quorum. ARTICLE IV. DUTIES OF THE BOARD OF DIRECTORS: Section 1. The Board shall meet at least two times per year. Section 2. The Board shall conduct an organizational meeting no later than 30 days after the effective date of this Agreement. The meeting will be called for the purposes of electing the officer positions of Chair, Vice Chair, Secretary and Treasurer. This meeting will allow the adoption of by-laws and other procedures governing the conduct of its meetings and its business as it deems appropriate. This meeting will also be called by the Board to determine the User Group Budget, review the operating procedures within this Agreement, and approve agreements with Ramsey County for the purposes of GIS data exchange, data access, data delivery and the updating of physical features. Section 3. The Board shall approve and adopt the formula for the distribution of costs associated with access to Ramsey County GIS data and for the updating of physical features. This formula shall be reviewed annually by the Board. Section 4. The Board shall arrange for and facilitate regular meetings of the User Group and for User Group activities. Section 5. The Chair presides at meetings of the Board. The Vice Chair will preside in the absence of the Chair. • The Secretary is responsible for recording the proceedings of the Board and communicating these proceedings to all Member organizations. The Treasurer is responsible for the funds and financial records of the Board. Section 6. The Chair and the Treasurer must sign vouchers or orders disbursing funds of the Users Group. Disbursement will be made in the method prescribed by law for statutory cities. Section 7. The Board may take such actions as it deems necessary and convenient to accomplish the general purposes of this Agreement. Section 8.The Board shall purchase liability insurance on behalf of the Users Group to insure against liability of the Users Group and its constituent Members. Section 9. The Board may: (i) enter into contracts to carry out its powers and duties, in full compliance with any competitive bidding requirements imposed by State or local law. (ii) provide for the prosecution, defense, or other participation in proceedings at law or in equity in which it may have an interest; (iii) employ such persons as it deems necessary on a part-time, full-time or consultancy basis; (iv) purchase, hold or dispose of real and personal property; (v) contract for space, commodities or personal services with a Member or group of Members; (vi) accept gifts, apply for and use grants or loans of money or other property from the state, the United States of America, and from other government units and may enter into agreements in connection therewith and hold, use and dispose of such money or property in accordance with the terms of the gift, grant, loan or agreement relating thereto. (vii) appoint a fiscal agent; • Page Two SEPT10 AGENDA.doc