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City of Olivia Don Decker 305 East Oak <br /> Olivia, MN 56277 <br /> City of Winthrop Louis Melius 305 North Main Street <br /> Section 5 . Selection and Term of Representatives . Each <br /> Representative (which term includes the Initial Representative of <br /> each member and any successor thereto at the time acting as <br /> Representative) shall . serve as the Representative of such City <br /> until another Representative shall be appointed by a Commission <br /> Resolution of such City and filed for record with the Board of <br /> Directors. Each member shall be represented by one (1) <br /> Representative. In case a Representative shall resign or shall be <br /> incapable of acting as such Representative due to death, illness <br /> or any other cause, the Member shall select a successor <br /> Representative by a Commission Resolution filed for record with <br /> the Board of Directors , but nothing herein contained shall <br /> prohibit the Municipal Power Agency from exercising any of its <br /> " > powers during such vacancy and until such successor Representative <br /> Cis selected. <br /> Any member may , by Commission Resolution filed for record <br /> with the Board of Directors, designate an alternative <br /> Representative who shall have and be entitled to exercise all <br /> rights of the Representative of that Member in the event of the <br /> death, absence , disability or resignation of the Representative. <br /> The Representative of each Member shall cast the number of <br /> votes assigned to that Member in accordance with the formula set <br /> forth in Section 9 (C) hereof . Each Representative of a city <br /> becoming a Member of the Municipal Power Agency after the date <br /> hereof pursuant to Section 9 ( A) hereof , and each successor to such <br /> Representative , shall be selected and shall act as such <br /> Representative in accordance with the provisions of this Section <br /> 5 . <br /> Each vote or votes of a Representative , at an annual or <br /> special meeting, shall be the vote or votes as, for and on behalf <br /> of the member which he or she represents, and such vote or votes <br /> shall be deemed conclusively to constitute the vote or votes of <br /> the respective cities as members of the Municipal Power Agency for <br /> all purposes of the Act, this Agency Agreement and the Bylaws. <br /> - 4 - <br />