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lb <br />the 4M Fund. Ail proxies shall be revocable at the option of the Participant. <br />8.8 Number of Votes. Only Participants of record shalt be entitled to vote and each <br />Participant shall be entitled to one vote without regard to the number of Shane: allocated to it, if <br />any. A proxy pu�niai to be executed by or on behalf of a Participant shall be deemed valid <br />unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the <br />challenger. <br />8.10 8112orts. The Trustees shall cause to be prepared at least annually W a report of <br />operations containing a statement of assets and liabilities and statements of operations and of <br />changes in net assets of the 4M Fund prepared in conformity with generally accepted accounting <br />principals and (ii) an opinion of an independent certified public accountant on such financial <br />statements based on an examination of the books and records of the 4M Fund made in accordance <br />with generally accepted auditing standards. A signed copy of such report and opinion shall be filed <br />with the Trustees within ninety (90) days after the close of the period covered thereby. Copies of <br />such reports shall be mailed to all Participants of record within a reasonable period preceding the <br />annual meeting or vote of the Participants. The Trustees shall, in addition, furnish to the Partici- <br />pants, at but quarterly, an interim report containing an unaudited balance sheet of the Fund as at <br />the end of such quarterly period and statements of operations and changes in net assets for the <br />period from the beginning of the then current fiscal you to the end of such quarterly period. <br />ARTICLE IX <br />(a) The Board of Directors of the League of Minnesota Cities shall be the <br />governing body of the 4M Fund and shall be the Board of Trustees. The by-laws and constitution <br />of the League of Mianesota Cities shall govern the operation and make-up of the Trustees and <br />Officers of the 4M Fund. <br />(b) The Trustees, in their capacity as Trustees, shall not be required to devote <br />their entire time to the business and affairs of the 4M Fund. <br />(c) The Executive Director of the League of Minnesota Cities may be an gj officio <br />son -voting member of the Board of Trustees. <br />9.2 Meetints. <br />(a) Meetings of the Trustees shall be held from time to time upon the call of the <br />Chairman, the Vice Chairman, the Secretary or any two trustees. Regular meetings of the Trustees <br />may be held without all or notice at a time and place fixed by the By -Laws or by resolution of <br />the Trustees. Notice of any other meeting shall be mailed or otherwise given not less than 48 <br />hours before the meeting but may be waived in writing by any Trustee either before or after such <br />meeting. Any notice required by any *open meeting", "gunshine• or similar Law, whether now or <br />hereafter in effect, shall also be given. The attendance of a Trustee at a meeting shall constitute <br />a waiver of notice of such meeting except where a Trustee attends a meeting for the express <br />purpose of objecting to the transaction of any business on the ground that the meeting has not <br />been lawfully called or converted. The Trustees may act with or, if permitted by applicable Law, <br />without a meeting. A quorum for all meetings of the Trustees shall be a majority of the Trustees. <br />26 <br />