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ARTICLE III. USER GROUP STRUCTURE: <br /> Section 1. The Users Group will be governed and managed by a Board of Directors("Board"). <br /> Section 2. One Director will represent each Member organization. Each Member organization shall appoint <br /> 410 <br /> one Director and an alternate to serve on the Board. <br /> Section 3. The Board shall also have the following officers: a Chair,Vice Chair, Secretary and Treasurer. <br /> Section 4. These officers are elected annually by the Board. <br /> Section 5. These officers are undertaken on a voluntary basis without pay. <br /> Section 6.A quorum will consist of at least a one-half attendance of full membership of the <br /> Board. <br /> Section 7. Decisions will be made by majority of the quorum. <br /> ARTICLE IV. DUTIES OF THE BOARD OF DIRECTORS: <br /> Section 1. The Board shall meet at least two times per year. <br /> Section 2. The Board shall conduct an organizational meeting no later than 30 days after the effective date of this <br /> Agreement. The meeting will be called for the purposes of electing the officer positions of Chair, Vice Chair, Secretary and <br /> Treasurer. This meeting will allow the adoption of by-laws and other procedures governing the conduct of its meetings and its <br /> business as it deems appropriate. <br /> Section 3.The second mandatory annual meeting will be called by the Board to determine the User Group Budget,review <br /> the operating procedures within this Agreement, and approve agreements with Ramsey County for the purposes of GIS data <br /> exchange,data access,data delivery and the updating of physical features. <br /> Section 4.The Board shall approve and adopt the formula for the distribution of costs associated with access to Ramsey <br /> County GIS data and for the updating of physical features. This formula shall be reviewed annually by the Board. <br /> Section 5. The Board shall arrange for and facilitate regular meetings of the User Group and for User Group activities <br /> Section 6. The Chair presides at meetings of the Board. The Vice Chair will preside in the absence of the Chair. Tl� <br /> Secretary is responsible for recording the proceedings of the Board and communicating these proceedings to all Member <br /> organizations. The Treasurer is responsible for the funds and financial records of the Board. <br /> Section 7.The Chair and the Treasurer must sign vouchers or orders disbursing funds of the Users Group. Disbursement <br /> will be made in the method prescribed by law for statutory cities. <br /> Section 8. The Board may take such actions as it deems necessary and convenient to accomplish the general purposes <br /> of this Agreement. <br /> Section 9.The Board shall purchase liability insurance on behalf of the Users Group to insure against liability of the Users <br /> Group and its constituent Members. <br /> Section 10. The Board may: <br /> (i) enter into contracts to carry out its powers and duties, in full compliance with any competitive bidding <br /> requirements imposed by State or local law. <br /> (ii) provide for the prosecution,defense,or other participation in proceedings at law or in equity <br /> in which it may have an interest; <br /> (iii) employ such persons as it deems necessary on a part-time,full-time or consultancy basis; <br /> (iv) purchase,hold or dispose of real and personal property; <br /> (v) contract for space,commodities or personal services with a Member or group of Members; <br /> (vi) accept gifts, apply for and use grants or loans of money or other property from the state,the United States of <br /> America, and from other government units and may enter into agreements in connection therewith and hold,use and dispose of <br /> such money or property in accordance with the terms of the gift,grant,loan or agreement relating thereto. <br /> (vii) appoint a fiscal agent; <br /> Page Two • <br />