10-27-2025 - Agenda Packet Cc - Regular Meeting

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provided in Section 11 of this Agreement. In the event of a tie vote, the Members shall work together in good faith to break the tie using the dispute resolution process set forth in Sections 10.1 and/or 10.2 to address disputes involving the subject matters specified therein. b. Contract City Non -voting Directors: The governing body of each Contract City (as defined in Section 13.1 below) may appoint one Contract Director to the Board and one Alternate Contract Director. The Contract Director is a non -voting director. Alternate Contractor Directors may not participate in Board meetings except in the absence of the Contract Director whom they serve as an alternate. Staff Ex-Officio (non -voting,) Directors: The governing body of each Member shall appoint its chief administrative officer and another non -elected official or employee serving the Member to serve as non -voting Ex-Officio Directors on the Board. d. Alternate Directors: The governing body of each Member shall appoint one Alternate Member for each of the Member's Voting Director(s) and Ex- Officio Member. A Voting Alternate Member must be an elected official from the appointing Member's governing body and shall have the authority to vote in the absence of the Voting Director. An Ex-Officio Alternate Member must be a non -elected official or employee serving the Member. Alternate Directors may not participate in Board meetings except in the absence of the Voting Director or Ex-Officio Director for whom they serve as an alternate. Board Procedures: The Board shall annually elect from among the Voting Directors a Chair and Vice -Chair. The Chair shall act as the presiding officer at Board meetings and the Vice -Chair shall act as the presiding officer at any meetings not attended by the Chair. The Chair and the Vice -Chair may not be Directors appointed by the same governing body. The position of Chair may not be held by a Voting Director for the same Member for more than two (2) consecutive years. The Board shall adopt bylaws establishing procedures and operations of the Board. f. Terms. Each Voting Director, Contract Director and Alternate Director (whether a Voting-, Ex-Officio- or Contract Alternate Director) shall be appointed for a one-year term, but may be removed at any time by majority vote of the governing body that made the appointment. Ex-Officio Directors are appointed for indefinite terms that terminate when they no longer hold the designated position with the Member. 2.3 Compensation. Directors shall serve without compensation from the Department, but nothing herein shall be construed to prevent a Member from compensating its directors for service on the Board to the extent such compensation is otherwise authorized by law. 235703v20 43