5.4. ERMUSR 05-14-2013 - Laserfiche WebLink

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allocation is made for the next Fiscal Year. (D) Meetings. Initial meetings of the Representatives and of the Board of Directors shall be held upon the call of the Directors, after notice, for the purpose of determining the votes of Representatives as provided in Section 1 (C) hereof , adopting Bylaws, electing Directors and officers, adopting an initial operating budget for the remainder of the Fiscal Year, and transacting any other business that may come before the meetings. The Bylaws shall be proposed by the Board of Directors and shall become effective when approved by resolution adopted by the affirmative vote of (i) two-thirds of the Representatives, each casting one vote, and (ii ) two-thirds of the votes cast by the Representatives in accordance with the weighted voting formula set forth in Section 9 (C) hereof. Thereafter, the Representatives shall hold an annual meeting at a time and place provided in the Bylaws or in a resolution adopted by the Representatives, at which any business may be transacted, and special meetings upon such call and notice and at such times and places as may be provided by or pursuant to the Bylaws or in a resolution adopted by the Representatives. (E) Board of Directors. The powers of the Municipal Power Agency shall be exercised by the Board of Directors in which shall be vested all of the powers conferred on the Municipal Power Agency by the Act and this Agency Agreement other than those powers described in Section 9 (B) hereof which shall require the approval of the Representatives. The initial Board of Directors is set forth in Section 6 hereof. Only Representatives shall be eligible for election to the Board of Directors. Compensation for Directors shall be set by the Representatives. Directors shall discharge their duties in good faith, and with that diligence and care which an ordinary prudent person in a like position would exercise under similar circumstances. Actions by the Board of Directors may be taken upon the vote of a majority of the Directors present and voting at any meeting at which a quorum present. Directors shall not cast "weighted votes" and each Director shall cast but one vote. Until the first meetings of the Board of Directors and Representatives, the Initial Representatives shall constitute the ,t9 Board of Directors . At such initial meeting of the Representatives, the new Directors shall be selected as provided Pe l below, and, at the time of selection of such new Directors, the terms of office of the Initial Representatives as Directors shall cease and 'such new Directors shall take office. If the Municipal Power Agency has seven- eight members or less the Board of Directors shall consist of the Representatives iron each of the members. If the Municipal Power Agency has more than saves eight members, the Board of Directors shall consist of seven ( 7) (' Directors, appointed or elected as follows: J (1 ) The Representatives of the three members which have the greatest number of votes allocated to them pursuant to Section 9 _ MMPA-00454