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exceed 25% of the total votes of the directors of permanent members. Section 5. A change in the governmental boundaries, structure, classification or organization of a governmental unit does not affect the eligibility of a unit to become or remain a member of the Authority. VI. GOVERNING BODY: BOARD OF DIRECTORS Section 1. The governing body of the Authority is its Board of Directors. Each member is entitled to one director on the Board. Each director is entitled to one vote for each 5,000 of population or fraction thereof, as determined by the most recent Metropolitan Council population estimates available for a given year, of the governmental unit represented by the director; provided, however, that each director must have at least one vote and no director may have more than 20 votes. Prior to the April meeting of each year, the Board shall determine the population of each member in accordance with this section and use said population to determine votes and assessments of the member for the following year. Section 2. A director is appointed by resolution of the council of the members for a term of one calendar year. A director serves until a successor is appointed and qualifies. Directors serve without compensation from the Authority, but nothing in this section is to be construed to prevent a governmental unit from compensating its director for service on the Board if such compensation is otherwise authorized by law. Section 3. The Board, in its by-laws, may provide for the appointment of alternate directors and prescribe the extent of their powers and duties. Section 4. Vacancies in the office of director will exist for any of the reasons set forth in Minnesota Statutes, Section 351.02, or upon a revocation of a director's appointment by a member duly filed with the Authority. Vacancies are filled by appointment for the unexpired portion of the 3 1099000 SU160-3