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4 <br />488772v2 MA745-3MA745-3-488772.v3 <br /> <br />The Association shall be governed by a Board consisting of one representative from each <br />Member. The Board representative need not be an elected official of any Member of the <br />Association. The. Each Member shall designate an individual to serve as such Member’s <br />representative and an alternate representative who shall be entitled to act as the representative of <br />the Member on the Board in the case of the absence or disability of the representative of such <br />Member on the Board. <br /> <br />Each representative and their alternate shall serve until a successor is appointed and assumes <br />his or her responsibilities. Board Members and their alternates shall serve at the pleasure of the <br />Member appointing them and any vacancy on the Board shall be filled by the Member whose <br />position on the Board is vacant. <br /> <br />Each Board Member shall have one vote. The Board shall act by 3/4 majority vote of the <br />Board Members at a meeting duly called upon 15 days written notice to each Board Member and <br />to the city manager or executive director, city administrator or chief administrative officer of each <br />Member. Should the membership in the Association decline to three members the 3/4 majority <br />vote required for Board action shall be reduced to a 2/3 majority vote. At least three Board <br />Members must be present to constitute a quorum of the Board. The Board shall meet at least once <br />annually and more often as it deems necessary to perform its duties. <br /> <br />The Board shall designate one of the Board Members as the Chair and a second as the Vice <br />Chair as well as one to be a Secretary/Treasurer (. These are the Officers of the Board). This <br />designation will be made annually by the Board and the Chair and Vice Chair shall retain their <br />positions until a successor has been designated. All appointed officersOfficers must be voting <br />members of the Board. The Chair shall preside at all meetings of the Board and shall perform all <br />duties incident to the office of Chair and such other duties as may be delegated by the Board. The <br />Vice Chair shall act as Chair in the absence of the Chair and the Secretary/Treasurer shall act in <br />the absence of the Vice Chair. A record of all proceedings of the Board shall be maintained by the <br />Secretary/Treasurer and a copy of that record shall be forwarded to each Member. The Chair, Vice <br />Chair and Secretary/Treasurer shall have the authority to sign all documents on behalf of the <br />Association. <br /> <br />The Board may establish committees for any purpose related to the business of the <br />Association. The members of a committee need not be members of the Board. Committees are <br />subject at all times to the direction and control of the Board. <br /> <br />Section 3. Executive Board - The Executive Board shall be the body that oversees the day- <br />to-day operation of the Facility and shall consist of the Appointed OfficialsOfficers of the Board <br />as defined in Article II Section 2 and an additional appointed member representing the City of <br />Maplewood, the underlying landowner. If a member of the Executive Board is also the <br />Maplewood Representative to the Association, theMaplewood’s Board Member, no additional <br />appointment is not necessary for so long as Maplewood’s interests are directly represented on the <br />Executive Board. <br /> <br />Section 4. Operating Committee.