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476792v6 KRH VA245-1 4 Subdivision 6. Appointment of Alternate Director. One Alternate Director shall be appointed by each of the Members to this Agreement. The Alternate may attend the meetings of the Board of Directors, but only the appointed Director, or the Alternate Director in the absence of the Director, shall be allowed to vote on any matters before the Board. Subdivision 7. Appointment of Technical Commission Representative. Each Member to this Agreement shall appoint one commissioner and may appoint one alternate to serve on the Technical Commission. Subdivision 8. Compensation. Directors shall serve without compensation and without expense allowance from VLAWMO. A Director may be reimbursed for out-of-pocket expenses incurred on VLAWMO business with the approval of the Board. A Member may compensate its Director or Alternate for his/her service, in the discretion of the Member. SECTION V ORGANIZATION OF THE BOARD OF DIRECTORS Subdivision 1. Annual Meeting; Election of Officers. At a meeting of the Board held no later than April of each calendar year, also known as the Annual Meeting, the Board shall elect from among the Directors a Chair, Vice Chair, and a Secretary-Treasurer, and such other officers as it deems necessary to conduct its meetings and affairs (“Officers”). An Alternate Director may not serve as an officer of VLAWMO. Subdivision 2. Duties of Officers. 1) The Chair shall preside over meetings of the Board, and in the absence of the Chair, the Vice Chair shall perform this duty. In the absence of the Chair or Vice Chair, the Treasurer shall preside. The Chair shall retain all rights of a Director to speak, make motions and vote. 2) The Vice Chair shall preside at meetings when the Chair is absent and shall automatically be promoted to complete the annual term of the Chair if the then current Chair resigns or is removed from the Board. 3) The Secretary-Treasurer shall maintain a record of the proceedings of the Board, be responsible for the custody of the records of the Board, see that notices are duly given and complete such other duties as the Board may assign. The Secretary-Treasurer shall also be responsible for all monies of VLAWMO and shall periodically report the fiscal condition of VLAWMO to the Board. If the duties of the Secretary-Treasurer are delegated to a VLAWMO employee, the Secretary-Treasurer shall supervise the performance of those duties. Subdivision 3. Quorum. A majority of the Members present shall constitute a quorum at all Board meetings. No business or decision may be made without a quorum. Subdivision 4. Meetings. Regular meetings of the Board shall be held at least bi-monthly on a day and time selected by the Board. All meetings of the Board are subject to the Minnesota Open Meeting Law. Notice of the time and place of each meeting shall be sent to all Members,