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Attachment C 223 Section 3.8. Appointment of Directors. Directors and Alternates shall be appointed by 224 the Member governing body to serve until their successors are appointed and qualified. Directors 225 shall be the chief administrative officer of the Member. 226 227 ARTICLE IV 228 BOARD OF DIRECTORS 229 230 Section 4.1. Governing Body. Metro-INET shall be governed by a Board of Directors 231 consisting of a Director and Alternate from each Member. At the organizational meeting and 232 annually thereafter, the Board shall elect an executive committee that may advise or act for the 233 Board as the Board may delegate to the executive committee as necessary, upon meetings duly 234 called, as provided in Article VIII. 235 236 Section 4.2. Appointment of Alternate Directors. Each Member shall appoint one 237 Alternate to the Director. The Alternate shall be entitled to attend all meetings of the Board and 238 may vote in the absence of the Director. 239 240 Section 4.3. No Proxy Voting. There shall be no voting by proxy. All votes must be cast 241 in person at Board meetings by the Director or Alternate, unless the meeting is duly conducted in 242 accordance with Minnesota Statutes, Sections 13D.02 (interactive TV) or 13D.021 (telephone or 243 other electronic means allowed if health pandemic or emergency). 244 245 Section 4.4. Notice of Change of Director or Alternate Director. When the Member 246 changes its designated Director or Alternate the Member shall provide written notice to Metro- 247 INET with the name, email address and mailing address of the person so appointed. 248 249 Section 4.5. Compensation of Directors and Alternate Directors. Directors and 250 Alternates shall serve without compensation from Metro-INET, but it shall not prevent a Member 251 from providing compensation for its Director or Alternate if such compensation is lawfully 252 authorized by such Member. 253 254 Section 4.6. Number of Votes Held by Directors. Unless otherwise expressly provided 255 herein, each Director shall have the number of votes equivalent to the Member's share of Metro- 256 INET's annual budget, as established by the Board and calculated as follows: Each Member's 257 percentage share of Metro-INET's annual budget shall be determined by Member use of Metro- 258 INET IT Services. Said Member share shall be rounded up to the nearest whole number, and that 259 number shall be the Member's total number of votes in any vote of the Board. Members shall have 260 at least one vote. The number of votes for initial Members, and the total votes of the Directors for 261 the initial Board, shall be as set forth in the attached Exhibit A, and is subject to change annually 262 with the addition or subtraction of Members. The number of votes for each Director shall be 263 recalculated annually upon the adoption by the Board of the next fiscal year budget. Upon the 264 addition of a new Member, the Board shall estimate the new Member's share of Metro-INET's 265 annual budget for the period prior to adoption of the succeeding year's budget and assign the 266 proportionate number of votes to the new Member for the remainder of that fiscal year. The number 267 of votes of existing Members shall not change during the year that new Member or Members join 268 Metro-INET.