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incident to his or her services as Director, pursuant to resolution of the Board. Any <br />Director may elect, however, to decline said reimbursement. <br />Section 4. Regular Meetings. Regular meetings of the Board shall be held at the <br />same time as regular scheduled times of the City Council, however, the Board may fix by <br />resolution from time to time, and if any day so fixed shall fall upon a legal holiday, then, <br />upon the next succeeding business day at the same hour. No notice of any regular <br />meeting of the Board need be given to the Directors. <br />Section 5. Special Meetings. Special meetings of the Board shall be held <br />whenever called by the President, any Vice -President, or by a majority of the Board. <br />Section 6. Public Meetings; Notice of Meetings. All proceedings of the Board <br />shall be subject to the provisions of the Ralph M. Brown Act, constituting Chapter 9 of <br />Part 1 of Division 2 of Title 5 of the California Government Code, and notice of the <br />meetings of the Authority shall be given in accordance with such Act. <br />Section 7. Consent to Meetings. The transactions of the Board at any meeting <br />however called and noticed or wherever held, shall be as valid as though done at a <br />meeting duly held after call and notice if a quorum is present and if either before or after <br />the meeting each Director not present signs a written waiver of notice or a consent to the <br />holding of such meeting or approval of the minutes thereof. All such waivers, consents <br />or approvals shall be filed with the corporate records and made a part of the minutes of <br />the meeting. <br />Section 8. Quorum. A quorum shall consist of a majority of the members of the <br />Board unless a greater number is expressly required by statute, by the Agreement, or by <br />these Bylaws. Every act or decision done or made by a majority of the Directors present <br />at a meeting duly held at which a quorum is present, shall be the act of the Board. <br />Section 9. Order of Business. The order of business at the regular meeting of the <br />Board and, so far as possible, at all other meetings of the Board, shall be essentially as <br />follows, except as otherwise determined by the Directors at such meeting: <br />(a) Roll call of Officers Report on the number of Directors present in <br />order to determine the existence of a quorum. <br />(b) Reading of the notice of the meeting and proof of the delivery or <br />mailing thereof, or the waiver or waivers of notice of the meeting then filed, as the <br />case may be. <br />(c) Approval of minutes of previous meetings of the Board and the taking <br />of action with respect to approval thereof. <br />(d) Public comment. <br />(e) Presentation and consideration of reports of officers and committees. <br />55394.00068\42104908.1 <br />