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4 Section 4.7. Quorum. The presence of at least ten (10) Directors of Members in good 270 standing at a regular or special meeting shall constitute a quorum of the Board allowing it to 271 transact business, provided that the ten Directors hold at least a majority of the total Member votes. 272 273 Section 4.8. Motions. A majority of the Member vote totals represented by those Directors 274 present at a meeting is required to pass all motions, unless a greater majority is provided in this 275 JPA. 276 277 Section 4.9. Suspension of Vote. A Director, or Alternate shall not be eligible to vote 278 during the time the Member they represent has been notified by Metro-INET that it is in default 279 on any required assessment, contract or other contribution to Metro-INET or regarding security 280 breaches or other acts deemed by the Board to materially impair the quality of IT Services provided 281 by Metro-INET. During the existence of such default, the vote(s) of such Member shall not be 282 counted for the purposes of a meeting quorum or majority on a Board meeting vote. If a Member 283 remains in default for a period of more than forty-five (45) days after written notice on failure to 284 pay any billing from Metro-INET or notice of other default referenced above, the Board may act 285 to terminate the Member from Metro-INET by a majority vote of the Board at a regular meeting 286 or special meeting called for that purpose. 287 288 Section 4.10. Bylaws. At the Metro-INET organizational meeting the Board shall adopt 289 bylaws governing its procedures, including but not limited to, the time, place and frequency of its 290 regular meetings or procedures and voting majorities required for certain votes. Such bylaws may 291 be amended from time to time pursuant to Section 4.8 of this JPA. 292 293 Section 4.11. Remuneration of Director or Alternate Expenses. The Board shall have no 294 obligation to pay remuneration of Director or Alternate expenses, which shall be subject to the policies of 295 Member appointing them. The Board may, however, in its sole discretion, pay the reasonable and 296 necessary expenses of officers, Directors and Alternates incurred in connection with special duties 297 they undertake on behalf of Metro-INET, but such reimbursement shall not include the expenses 298 incurred solely for attending meetings of Metro-INET within the seven-county Twin Cities 299 metropolitan area. 300 301 302 Section 4.12. Removal of Directors. Any Director or Alternate shall be subject to removal 303 by the governing body of the Member. 304 305 Section 4.13. Director Vacancies. A vacancy on the Board shall be promptly filled by the 306 governing body of the Member whose position on the Board is vacant. 307 308 ARTICLE V 309 MEETINGS AND OFFICERS 310 311 Section 5.1. Special Meetings. Special meetings of the Board may be called: (a) by the 312 chair; (b) by the executive committee; or (c) upon the written request of a majority of the Directors. 313 Subject to an emergency exception, as defined by statute, at least three (3) days’ written notice of 314 124