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39 term of director by the council of the member whose position on the Board is vacant. Section 5. A majority of the votes of the Board of Directors constitutes a quorum, but a smaller number may adjourn from time to time. The votes of temporary members authorized by Article V, Section 4 are not to be considered in determining the presence or absence of a quorum of the Board. VII. MEETINGS: ELECTION OF OFFICERS Section 1. A governmental unit may enter into this Agreement by resolution of its council and the duly authorized execution of a copy of this Agreement by its proper officers. Thereupon, the clerk or other appropriate officer of the governmental unit must file an executed copy of the Agreement and a certified copy of the authorizing resolution with the finance director of the City of St. Anthony Village, Minnesota. The resolution authorizing the execution of the Agreement must also designate the first director for the governmental unit on the Board. Section 2. This Agreement is effective on the date when executed agreements and authorizing resolutions of the governmental units presently members of the existing Suburban Rate Authority have been filed as provided in Section 1 of this Article. Section 3. Within 30 days after the effective date of this Agreement, the mayor of the member having the largest population must call the first meeting of the Board of Directors which must be held no later than the date of the next regularly scheduled quarterly meeting of the Authority. Section 4. The first meeting of the Board will be the organizational meeting of the Authority. At the organizational meeting, and at each annual meeting thereafter, the Board must select from among the directors a chairman, a vice-chairman, and a secretary -treasurer. Section 5. At the organizational meeting, or as soon thereafter as it may reasonably be done, the Board must adopt by-laws governing its procedures, including the time, place, notice for and 4 1099000 SU160-3