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held by the same person, except the offices of Chair and Secretary. The officers <br />shall be elected from among the voting members of the Board. The Chair shall <br />preside at the meetings of the Board of Directors. The Vice Chair shall serve in the <br />absence of the Chair. <br />4.3 Quorum and Meeting Procedures <br />4.3.1 A quorum for a meeting of the Board of Directors shall be all four of the <br />Board members who have voting authority. Action by the Board of Directors shall <br />require the affirmative vote of all four voting Board members, except as provided <br />otherwise in this Agreement. <br />4.3.2 Any Board of Directors member who has voting authority may request that <br />a vote on a measure be deferred until the next meeting. The measure shall then <br />be deferred for one meeting unless the other three voting members find either that <br />there is an emergency requiring that the vote be taken at the originally scheduled <br />meeting or that a delay would likely result in harm to the public, User Agencies or <br />the PSERN Operator. A vote on the same measure shall not be deferred a second <br />time without the concurrence of the majority of the Board of Directorsvoting <br />members. <br />4.3.3 The Board of Directors shall establish bylaws and procedures for its <br />operations and meetings including setting a regular meeting schedule and location, <br />providing for the scheduling of special and emergency meeting's, and providing for <br />attendance by telephone or other electronic voice communication. <br />4.3.4 The regular meeting schedule shall be established by the Board of Directors, <br />with a minimum of two meetings being held each calendar year. Special or <br />emergency meetings may be called by the Chair or by at least two voting members <br />of the Board. <br />4.3.5 The first meeting of the Board of Directors will be held as soon as <br />practicable and necessary to begin operations of the PSERN Operator. The <br />members described in Section 4.2.3 shall attend the meeting and shall elect a <br />Chair and Vice Chair to serve a term that will begin upon election and extend <br />through the remainder of that calendar year and the calendar year immediately <br />following. Thereafter, the Board of Directors shall elect a Chair and Vice Chair at <br />the final meeting of each year to allow each to serve a two-year term that will begin <br />on January 1 of the following year. <br />4.3.6 The Board of Directors shall hold an annual meeting to coincide with the <br />first regular meeting each year. During the annual meeting, the Executive Director <br />shall report on the state of the PSERN Operator. <br />4.3.7 The Board of Directors shall take actions by vote and each voting Board <br />member shall be entitled to one vote. All votes shall have equal weight in the <br />decision-making process. Any voting Board member may call for a vote on an <br />issue. Meetings shall be conducted according' to the most recent edition of Robert's <br />Revised Rules of Order unless otherwise directed by the Board of Directors. <br />Page 7 <br />