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director; provided, however, that each director shall have at least one vote. <br />For the purposes of this section, population of a governmental unit shall be <br />that population determined pursuant to the provisions of Minnesota Statutes <br />Section 275.53. Prior to December 31 of each year, the Secretary of the <br />Commission 'shall determine the population of each member in accordance with this <br />section and certify the results to the Chairman. Three years after the incep- <br />tion of the Crnmission, or after the second annual report of the number of <br />subscribers to the cable system, whichever is sooner, the voting structure of <br />the Commission may be reconstituted to represent one vote per director based <br />upon the number of subscribers or a fraction thereof of the municipality repre- <br />sented by the director, said number to be determined by amendment to this <br />agreement; provided, however, that each director shall have at least one vote. <br />Section 2. A director shall be appointed by resolution of the Council <br />of each member. A director shall serve until a successor is appointed and <br />qualifies. Directors shall serve without compensation from the Commission. <br />Section 3. Each member shall appoint at least one alternate director. <br />The Commission, in its By-laws, nay prescribe the extent of an alternate's <br />powers and duties. <br />Section 4. A vacancy in the office of director will exist for any of <br />the reasons set forth in Minnesota Statutes Section 351.02, or upon a revocation <br />of a director's appointment duly filed by a member with the Commission. <br />Vacancies shall be filled by appointment for the unexpired portion of the term <br />of director by the council of the member whose position on the Board is vacant. <br />Section 5. There shall be no voting by proxy, but all votes must be <br />cast by the director or the duly authorized alternate at a Commission meeting. <br />Section 6. The presence of five directors representing a majority of <br />the total authorized votes of all directors shall constitute a quorum, but a <br />,-*I- smaller number may adjourn from time to time. <br />-3- <br />