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Section 4. Governmental units joining METRO -INET after January 1, 2010, shall be admitted only upon the favorable vote of two- thirds of the members of the board. The board may impose conditions upon the admission of members other than the initial members. IV. GOVERNANCE Section 1. METRO -INET shall be governed by a Board consisting of the manager /administrator of the Member, as defined. Each member shall be entitled to one director, who shall have one vote. Section 2. Each member shall also be entitled to one alternate director consisting of an appointed official, who shall be entitled to attend meetings of the board and who may vote in the absence of the member's director. Section 3. There shall be no voting by proxy; all votes must be cast in person at board meetings by the director or his alternate. Section 4. Change of the director or alternate director requires notice of such appointment to METRO - INET in writing. Such notice shall include the mailing address of the persons so appointed. The names and addresses shown on such notices will be used as the official names and addresses for the purposes of giving any notices required by this agreement or by the bylaws of METRO -INET. Section 5. A majority of the appointed directors shall constitute a quorum of the board. Section 6. At the first meeting of the board and in April of each even numbered year after 2010, the board shall elect from its directors a Chair, a Vice -Chair and a Secretary. Section 7. At the organizational meeting or as soon thereafter as it may reasonably be done, the board shall adopt bylaws governing its procedures including the time, place and frequency of its regular meetings. Such bylaws may be amended from time to time. V. MEETINGS AND ELECTION OF OFFICERS Section 1. Any governmental unit desiring to enter into this agreement may do so by the duly authorized execution of a copy of this agreement by its proper officers. Thereupon, the clerk or other corresponding officer of the governmental unit shall file a duly executed copy of the agreement, together with a certified copy of the authorizing resolution or other action, with the city manager of the City of Roseville. The resolution authorizing the execution of the agreement shall also designate the first director and alternate for the member. The agreement shall become effective when it has been authorized by five (5) governmental units and when executed copies from such governmental units, together with certified copies of the authorizing resolutions, have been duly filed as set out herein. Within thirty (30) days after the effective date of this agreement, the manager of the City of Roseville shall call the first meeting of the board, which shall be held not later than fifteen days after the notice has been delivered. Section 2. A director (or their alternate) shall not be eligible to vote on behalf of his governmental unit during the time that such governmental unit is in default on any contribution to METRO -INET or on any contract with it. During the existence of such default, the vote or votes of such governmental unit shall not be counted as eligible votes for the purposes of this agreement; If a governmental unit remains in default for a period of more than 45 days on any billing from METRO -INET, the membership of such governmental unit may be terminated by a majority vote of the Board. 2