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270 Section 4.7. Quorum. The presence of at least ten (10) Directors of Members in good 271 standing at a regular or special meeting shall constitute a quorum of the Board allowing it to 272 transact business, provided that the ten Directors hold at least a majority of the total Member votes. 273 274 Section 4.8. Motions. A majority of the Member vote totals represented by those Directors 275 present at a meeting is required to pass all motions, unless a greater majority is provided in this 276 JPA. 277 278 Section 4.9. Suspension of Vote. A Director, or Alternate shall not be eligible to vote 279 during the time the Member they represent has been notified by Metro-INET that it is in default 280 on any required assessment, contract or other contribution to Metro-INET or regarding security 281 breaches or other acts deemed by the Board to materially impair the quality of IT Services provided 282 by Metro-INET. During the existence of such default, the vote(s) of such Member shall not be 283 counted for the purposes of a meeting quorum or majority on a Board meeting vote. If a Member 284 remains in default for a period of more than forty-five (45) days after written notice on failure to 285 pay any billing from Metro-INET or notice of other default referenced above, the Board may act 286 to terminate the Member from Metro-INET by a majority vote of the Board at a regular meeting 287 or special meeting called for that purpose. 288 289 Section 4.10. Bylaws. At the Metro-INET organizational meeting the Board shall adopt 290 bylaws governing its procedures, including but not limited to, the time, place and frequency of its 291 regular meetings or procedures and voting majorities required for certain votes. Such bylaws may 292 be amended from time to time pursuant to Section 4.8 of this JPA. 293 294 Section 4.11. Remuneration of Director or Alternate Expenses. The Board shall have no 295 obligation to pay remuneration of Director or Alternate expenses, which shall be subject to the policies of 296 Member appointing them. The Board may, however, in its sole discretion, pay the reasonable and 297 necessary expenses of officers, Directors and Alternates incurred in connection with special duties 298 they undertake on behalf of Metro-INET, but such reimbursement shall not include the expenses 299 incurred solely for attending meetings of Metro-INET within the seven -county Twin Cities 300 metropolitan area. 301 302 303 Section 4.12. Removal of Directors. Any Director or Alternate shall be subject to removal 304 by the governing body of the Member. 305 306 Section 4.13. Director Vacancies. A vacancy on the Board shall be promptly filled by the 307 governing body of the Member whose position on the Board is vacant. 308 309 ARTICLE V 310 MEETINGS AND OFFICERS 311 312 Section 5.1. Special Meetings. Special meetings of the Board may be called: (a) by the 313 chair; (b) by the executive committee; or (c) upon the written request of a majority of the Directors. 314 Subject to an emergency exception, as defined by statute, at least three (3) days' written notice of 2