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JOINT POWERS AGREEMENT AMONG MEMBERS OF THE RAMSEY COUNTY GEOGRAPHIC INFORMATION SYSTEMS USERS GROUP This JOINT POWERS AGREEMENT ("Agreement's is entered into pursuant to the provisions of Minn. Stat. §471.59 among Governmental Units for the purposes of forming the Ramsey County Geographic Information System Users Group ("Users Group'. ARTICLE I. INTENT OF THIS AGREEMENT In 1995, an informal alliance, known as the Ramsey County Geographic Information System Users Group ("Users Group'D, was formed among Governmental Units interested in using Geographic Information Systems (GIS) and data created and maintained by Ramsey County. This agreement is intended to establish and enable the Users Group to represent the parties to this Agreement for the purposes of undertaking negotiations and transactions. ARTICLE II. DEFINITIONS Section 1. Members means those Governmental Units that have executed this Joint Powers Agreement and have paid the annual membership dues as provided in Article X. Section 2. Governmental Unit has the meaning set forth in Minnesota Statutes §471.59. Section 3. Users Group means a group made up of one representative of each Member with the powers and responsibilities described in this Agreement. ARTICLE III. GIS BOARD OF DIRECTORS STRUCTURE Section 1. There is hereby created a GIS Board of Directors (Board) Section 2. Each Member shall appoint one person to serve as a Director. Each Member may also appoint a person to serve as an Alternate Director. Members shall notify the Board in writing if the Director or Alternate Director changes. Section 3. The Board shall have the following officers: a Chair, Vice Chair, Secretary, and Treasurer (Officers). Section 4. All Officers will be elected by the Board in the first meeting of the agreement's term as identified in Article X. Section 1. The Chair will be elected to a one-year term. The Vice -chair will be elected as Vice -chair in year one and Chair in year two. The Secretary will be elected annually for a three year term in which they will serve as Secretary in year one, Vice -chair in year two, and Chair in year three. The Treasurer will be elected by the Board for a five year term coinciding with the term of this agreement. Any Officer vacancies will be elected by the Board as -needed. Section 5. The Officers shall serve on a voluntary basis without pay. Section 6. A quorum will consist of at least 40% of the full membership of the Board, whether or not all vacancies have been filled. Section 7. Decisions of the Board will be made by a majority of the quorum. Directors may vote and participate in all meeting proceedings from a remote site pursuant to Minnesota Statute 13D.02. ARTICLE IV. DUTIES OF THE GIS BOARD OF DIRECTORS Section 1. The Board shall meet at least two times per year.