Powers, Duties, Functions Sample Clauses

Powers, Duties, Functions. The Board shall meet at least once each calendar year on a date determined by the Board, provided that the first meeting of the Board shall be within 30 days after this Contract becomes effective, on a date agreed to by the Contracting Parties. The Board shall adopt procedures for holding and conducting regular and special meetings. The Board shall establish a mailing address and shall hold its meetings at such location as is determined by the Board from time to time. For the purpose of conducting a Board meeting, the attendance of at least three members shall be required and shall constitute a quorum; provided that if the Board is composed of less than four members, at least two of those members shall constitute a quorum. The Board shall act through resolutions adopted by the Board. A resolution must receive the affirmative vote of at least three members of the Board to be adopted; provided that if the Board is composed of less than four members, a resolution must receive the affirmative vote of at least two members of the Board to be adopted. A resolution adopted by the Board shall be immediately effective unless otherwise provided in that resolution or by Section 715.72 of the Revised Code. The Board may adopt Bylaws for the regulation of the affairs of the Board and the conduct of the business of the Board consistent with this Contract. The Bylaws shall be in substantially the form as attached as Exhibit B hereto. The Bylaws may be amended or supplemented from time to time by the Board. The Chairperson shall preside over and conduct the meetings of the Board in accordance with its Bylaws or other procedures adopted by the Board. The Chairperson may call special meetings of the Board by giving notice of such meeting, as provided in the Bylaws, to each member delivered to his or her residence or place of business by personal delivery, first class mail or electronic mail. Any three members of the Board may also call a special meeting by providing the same notice. The Vice Chairperson shall act as Chairperson in the temporary absence, incapacity, resignation or removal of the Chairperson. The Secretary shall be the records officer of the Board and shall have those duties as set forth in the Bylaws. The Treasurer shall be the fiscal officer of the Board and shall have those duties as set forth in the Bylaws. The Bylaws shall designate those Officers who may sign documents on behalf of the Board and those Officers who are required to obtain a fiduciary bond ...
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