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general management of the affairs,property and business of the Authority and may, from time to <br /> time, adopt and modify such Bylaws and other rules and regulations for that purpose and for the <br /> conduct of its meetings as it may deem proper. <br /> Section 3.03. Compensation. Members of the Board shall serve without compensation. <br /> Each such member may be reimbursed for necessary and actual expenses,including travel incident <br /> to his or her services as member of the Board, pursuant to resolution of the Board. Any member <br /> of the Board may elect,however, to decline said reimbursement. <br /> Section 3.04. Meetings of the Board; Voting. <br /> (a) Call,Notice and Conduct of Meetings. All meetings of the Board,including <br /> without limitation,regular,adjourned regular and special meetings,shall be called,noticed, <br /> held and conducted in accordance with the Ralph M. Brown Act, being Sections 54950 et <br /> seq. of the California Government Code, as amended from time to time. <br /> (b) Regular Meetings. The Board shall hold a regular meeting not less than <br /> once each calendar year. Regular meetings of the Board shall be held at such time as the <br /> Board may fix by resolution from time to time, and if any day so fixed shall fall upon a <br /> Saturday,Sunday or legal holiday,then,upon the next succeeding business day at the same <br /> hour. No notice of any regular meeting of the Board need be given to the members of the <br /> Board. <br /> (c) Special Meetings. Special meetings of the Board shall be held whenever <br /> called by the Chairman of the Authority or by a majority of the members of the Board, in <br /> accordance with the provisions of the California Government Code, as amended from time <br /> to time. <br /> (d) Quorum. A majority of the total number of members of the Board shall <br /> constitute a quorum for the transaction of business, except that less than a quorum may <br /> adjourn from time to time. <br /> (e) Voting. Each member of the Board shall have one vote. The affirmative <br /> votes of at least a majority of the members of the Board present at any meeting at which a <br /> quorum is present shall be required for the Board to take any action. Every act or decision <br /> done or made by a majority of the members of the Board present at any meeting at which <br /> a quorum is present shall be the act of the Board. <br /> ARTICLE IV <br /> OFFICERS AND EMPLOYEES <br /> Section 4.01. Officers. The officers of the Authority shall be a Chairman, a Vice <br /> Chairman, an Executive Director, a Secretary, a Treasurer and such other officers as the Board <br /> may appoint. The Chairman shall be the Mayor of the City. The Vice Chairman shall be the <br /> Mayor Pro Tem of the City. The Treasurer shall be the Director of Finance of the City. The City <br /> Manager of the City shall serve as the Executive Director of the Authority. The City Clerk of the <br /> City shall serve as the Secretary of the Authority. <br /> 4 <br /> 55394.00068\42104911.2 <br />