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III. GOVERNANCE 3.01 Governing Board The governing board of EMS shall consist of the following: East Metro Swat shall be governed by a governing board. Members of this board will be known as “Directors.” The Chief Law Enforcement Officer from each member, or his or her designee, shall serve as Director. Members of the governing board shall not be deemed to be employees of the governing board and shall not be compensated by the governing board. 3.02 Terms Appointees shall serve at the pleasure of the appointing party and may be removed only by the appointing party. 3.03 Chair The board will elect a chair. The Chair shall have no more power than any other Director except that the Chair shall: give notice of meetings when scheduled or otherwise called; call meetings to order and provide for their orderly and efficient conduct; provide for the preparation of minutes; and when authorized by the passage of a motion by board, execute contracts, agreements, reports, filing and other documents on behalf of EMS. 3.04 Meetings The governing board shall have a minimum of one meeting per year. Special meetings may be called by the Chair or two Directors. All meetings and notice of meeting shall comply with the Minnesota Open Meeting Law, Minnesota Statutes, Chapter 13D, as amended. The presence of a simple majority of the Directors shall constitute a quorum. 3.05 Voting Each party to this agreement shall have one vote at any meeting of the governing board. Proxy votes are not permitted. The governing board shall function by a majority vote of board members or alternate members present, provided that a quorum is present. 3.06 Duties of the Governing Board The governing board will formulate a program to carry out its purpose. The governing board will coordinate information between the parties and EMS. The governing board shall appoint and supervise the Team Commander of East Metro Swat. Appointments require the concurrence of the chief law enforcement officer of the Team Commander’s employer. 3.07 Powers of the Governing Board The governing board may enter into any contract necessary or proper for the exercise of its powers or the fulfillment to its duties and enforce such contracts to the extent available in equity or at law, except that the governing board shall not enter into any contract the term of which exceeds the term of this agreement. No payment on any invoice shall be authorized unless approved by a majority of its members. The chair shall report to the governing board any such payments at its next meeting. The governing board may apply for and accept gifts, grants or other property (excluding real property) or assistance from the United States government, the State of Minnesota, or any person, association, or agency for any of its purposes; enter into any agreement in connection therewith; 19