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composition, powers, responsibilities, quorum and meeting requirements shall be <br />included in the PSERN Operator's articles of incorporation or bylaws. <br />4.2 Composition of the Board of Directors <br />4.2.1 The Board of Directors shall be composed of the four following voting <br />members: <br />4.2.1.1 the King County executive, or a designee of he executive approved <br />by the King County council; <br />4.2.1.2 the City of Seattle mayor, or his/her designee; <br />4.2.1.3 one mayor or city manager or his/her designee representing the <br />Cities of Bellevue, Issaquah, Kirkland, Mercer Island and Redmond (the <br />"EPSCA Cities"); and <br />4.2.1.4 one mayor or city manager or his/her designee representing the <br />Cities of Auburn, Federal Way, Kent, Renton and Tukwila (the "Valley Com <br />Cities"). <br />4.2.2 The Board of Directors shall also include two nonvoting members to <br />comment and participate in discussions but who are not entitled to vote on any <br />matter. One nonvoting member shall be appointed by the King County Police <br />Chiefs Association and one member selected jointly by the King County Fire <br />Commissioners Association and the King County Fire Chiefs Association. <br />4.2.3 An authorized representative of King County, the City of Seattle, the Valley <br />Com Cities and the EPSCA Cities shall provide written notice of its initial Board of <br />Directors member and alternate member to the Chair of the Joint Board <br />established under the Implementation Period ILA. Thereafter, notice of a change <br />to a Party's Board of Directors member or alternate shall be effective upon delivery <br />of written notice to the Chair of the Board of Directors. The notice shall include the <br />name and contact information for the new member or alternate. <br />4.2.4 An authorized representative of King County, the City of Seattle, the Valley <br />Com Cities and the EPSCA Cities shall promptly replace any vacancy in its Board <br />of Directors member or alternate and may, at any time, replace its Board of <br />Directors member or alternate by giving notice as provided in Section 4.2.3. If the <br />County or the City of Seattle fails to fill a vacancy for its Board of Directors member <br />and alternate, its chief executive officer or his/her designee shall attend all <br />meetings until one of the vacancies is filled. If one of the groups of cities listed in <br />Sections 4.2.1.3 or 4.2.1.4 fails to fill a vacancy for its Board of Directors member <br />and alternate, then the chief executive officer or his/her designee of one of the <br />cities in that group shall attend all meetings until one of the vacancies is filled. <br />4.2.5 The officers of the PSERN Operator shall consist of a Chair, Vice Chair, a <br />Secretary, a Treasurer and such other officers and assistant officers as may be <br />deemed necessary and set forth in the bylaws. Any two or more offices may be <br />Page 6 <br />