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ARTICLE V: BOARD OF DIRECTORS Section 1. The governing body of the North Metro I-35W Corridor Coalition is its Board of Directors. A member shall have two (2) Director positions and one (1) alternate Director. a) Unless otherwise specified by resolution of the governing body, the Directors of a city member shall be the mayor and the chief administrative officer of the city. Each Director has one vote. The alternate Director shall be an elected official of the member city, and may attend meetings of the Board and may vote in the absence of a Director. b) Unless otherwise specified by resolution of the governing county board, the Directors of a county shall be a county board member and a county staff person designated by the county board. Each Director has one vote. The alternate Director may be either elected or non-elected representatives of the county, and may attend meetings of the Board and may vote in the absence of a Director. Section 2. Directors and alternate Directors serve until their respective successors are appointed and qualified. Section 3. A Director may be removed from the Board at any time, with or without cause, by resolution of the governing body making the appointment. The resolution removing the Director must be filed with the Coalition's Secretary-Treasurer. Section 4. A vacancy on the Board is filled in the same manner that the appointment of a Director is made. Section 5. Directors may vote by proxy. Section 6. A Director may not vote if the Board determines that the member represented by the Director is not in compliance with this agreement or if the Director has been removed from the Board. ARTICLE VI: MEETINGS Section 1. The Board of Directors shall meet at least once each year (annual meeting) to act on behalf of the Coalition. At its annual meeting the Board shall elect its officers, and adopt such by-laws and other procedures governing the conduct of its meetings and its business, as it deems appropriate. Section 2. The Board may provide for a schedule of regular meetings. Regular meetings must be held as provided by the by-laws of the organization. Section 3. A special meeting of the Board may be called by the President or by the Secretary-Treasurer upon written request of such number of Directors as specified by the by-laws. Notice of a special meeting must be mailed to Directors no fewer than five days prior to the special meeting. Business at special meetings is limited to matters contained in the notice of the special meeting. 3