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Section S. QUORUM and ADJOURNED MEETING: At all meetings of the managers, a majority of the managers appointed shall constitute a quorum to do business but a small number may adjourn from time to time. Section 6. CHAIR of MEETINGS: The President shall preside as chairperson at all meetings of the managers. In the absence of the President, the First Vice -President shall preside. In the absence of both, the Second Vice -President shall serve as temporary President. The President and temporary President shall have the same privileges. Section 7. MEETING FORMAT: (a) At the hour appointed for a meeting of the RCWD, upon reaching a quorum, the managers shall be called to order by the President or in his/her absence, by the acting President. The managers shall proceed to do business following a set agenda. (b) The President shall preserve order. The President may make motions, second motions or speak on any question, provided, however, that in order to do any of these things, upon demand of any manager, shall vacate the chair and designate a temporary President. The President, or acting President, shall be entitled to vote like other members/managers. (c) Every manager, prior to his/her speaking, shall address the President and shall not proceed until he/she has been recognized by the Chair. (d) If a manager has a personal interest in a matter that comes before the RCWD Board of Managers, the manager shall not vote on said issue. (e) No person other than a manager shall address the Board except with the consent of the President or by a vote of the majority of the managers present. (f) The President has the authority to set a time limit that a manager or a person addressing the board may speak. (g) All committees shall be appointed by the Chair unless expressly ordered by the Board. It shall be the duty of committees to act promptly and faithfully in all matters referred to them and to make reports at a future set time/date established by the board. (h) Minutes of all meetings of the RCWD Board of Directors shall be recorded, reviewed by the Board, adopted and kept at the District offices. They shall be signed by the Secretary and shall constitute an official record of the procedure. (i) Any member may request that the yeas and nays be recorded on any motion voted on by the Board and such request will be granted by the President. Section 8. CONFLICTS OF INTEREST: A manager who has a personal financial interest, or other private interest or relationship that limits the manager's ability objectively to consider, deliberate or vote, in a matter scheduled to come before the board must prepare a written statement describing the matter requiring action and the nature of the potential conflict, and deliver the statement to the president of the board of managers prior to the board's consideration of or taking action on the matter. If a potential conflict arises and a manager does not have sufficient time to prepare a written statement, the manager must orally inform the board. Managers must abstain from chairing any Adopted 3/11/2009 5