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4 Section 4.7. Quorum. The presence of at least ten (10) Directors of Members in good standing at a regular or special meeting shall constitute a quorum of the Board allowing it to transact business, provided that the ten Directors hold at least a majority of the total Member votes. Section 4.8. Motions. A majority of the Member vote totals represented by those Directors present at a meeting is required to pass all motions, unless a greater majority is provided in this JPA. Section 4.9. Suspension of Vote. A Director, or Alternate shall not be eligible to vote during the time the Member they represent has been notified by Metro-INET that it is in default on any required assessment, contract or other contribution to Metro-INET or regarding security breaches or other acts deemed by the Board to materially impair the quality of IT Services provided by Metro-INET. During the existence of such default, the vote(s) of such Member shall not be counted for the purposes of a meeting quorum or majority on a Board meeting vote. If a Member remains in default for a period of more than forty-five (45) days after written notice on failure to pay any billing from Metro-INET or notice of other default referenced above, the Board may act to terminate the Member from Metro-INET by a majority vote of the Board at a regular meeting or special meeting called for that purpose. Section 4.10. Bylaws. At the Metro-INET organizational meeting the Board shall adopt bylaws governing its procedures, including but not limited to, the time, place and frequency of its regular meetings or procedures and voting majorities required for certain votes. Such bylaws may be amended from time to time pursuant to Section 4.8 of this JPA. Section 4.11. Remuneration of Director or Alternate Expenses. The Board shall have no obligation to pay remuneration of Director or Alternate expenses, which shall be subject to the policies of Member appointing them. The Board may, however, in its sole discretion, pay the reasonable and necessary expenses of officers, Directors and Alternates incurred in connection with special duties they undertake on behalf of Metro-INET, but such reimbursement shall not include the expenses incurred solely for attending meetings of Metro-INET within the seven-county Twin Cities metropolitan area. Section 4.12. Removal of Directors. Any Director or Alternate shall be subject to removal by the governing body of the Member. Section 4.13. Director Vacancies. A vacancy on the Board shall be promptly filled by the governing body of the Member whose position on the Board is vacant. ARTICLE V MEETINGS AND OFFICERS Section 5.1. Special Meetings. Special meetings of the Board may be called: (a) by the chair; (b) by the executive committee; or (c) upon the written request of a majority of the Directors. Subject to an emergency exception, as defined by statute, at least three (3) days’ written notice of