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