Agenda Packets - 2020/12/07 - Laserfiche WebLink

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224 Section 3.8. Appointment of Directors. Directors and Alternates shall be appointed by 225 the Member governing body to serve until their successors are appointed and qualified. Directors 226 shall be the chief administrative officer of the Member. 227 228 ARTICLE IV 229 BOARD OF DIRECTORS 230 231 Section 4.1. Governing Body. Metro-INET shall be governed by a Board of Directors 232 consisting of a Director and Alternate from each Member. At the organizational meeting and 233 annually thereafter, the Board shall elect an executive committee that may advise or act for the 234 Board as the Board may delegate to the executive committee as necessary, upon meetings duly 235 called, as provided in Article VIII. 236 237 Section 4.2. Appointment of Alternate Directors. Each Member shall appoint one 238 Alternate to the Director. The Alternate shall be entitled to attend all meetings of the Board and 239 may vote in the absence of the Director. 240 241 Section 4.3. No Proxy Voting. There shall be no voting by proxy. All votes must be cast 242 in person at Board meetings by the Director or Alternate, unless the meeting is duly conducted in 243 accordance with Minnesota Statutes, Sections 13D.02 (interactive TV) or 13D.021 (telephone or 244 other electronic means allowed if health pandemic or emergency). 245 246 Section 4.4. Notice of Change of Director or Alternate Director. When the Member 247 changes its designated Director or Alternate the Member shall provide written notice to Metro- 248 INET with the name, email address and mailing address of the person so appointed. 249 250 Section 4.5. Compensation of Directors and Alternate Directors. Directors and 251 Alternates shall serve without compensation from Metro-INET, but it shall not prevent a Member 252 from providing compensation for its Director or Alternate if such compensation is lawfully 253 authorized by such Member. 254 255 Section 4.6. Number of Votes Held by Directors. Unless otherwise expressly provided 256 herein, each Director shall have the number of votes equivalent to the Member's share of Metro- 257 INET's annual budget, as established by the Board and calculated as follows: Each Member's 258 percentage share of Metro-INET's annual budget shall be determined by Member use of Metro- 259 INET IT Services. Said Member share shall be rounded up to the nearest whole number, and that 260 number shall be the Member's total number of votes in any vote of the Board. Members shall have 261 at least one vote. The number of votes for initial Members, and the total votes of the Directors for 262 the initial Board, shall be as set forth in the attached Exhibit A, and is subject to change annually 263 with the addition or subtraction of Members. The number of votes for each Director shall be 264 recalculated annually upon the adoption by the Board of the next fiscal year budget. Upon the 265 addition of a new Member, the Board shall estimate the new Member's share of Metro-INET's 266 annual budget for the period prior to adoption of the succeeding year's budget and assign the 267 proportionate number of votes to the new Member for the remainder of that fiscal year. The number 268 of votes of existing Members shall not change during the year that new Member or Members join 269 Metro-INET.