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EXHIBIT 1 <br />decision done or made by a majority of the Directors present at any meeting at <br />which a quorum is present shall be the act of the Board of Directors. <br />(5) Minutes. The Board of Directors shall keep minutes of all <br />regular, adjourned regular, and special meetings, and shall, as soon as possible <br />after each meeting, cause a copy of the minutes to be forwarded to each Director <br />and to the Parties. <br />(6) Officers. The Board of Directors shall elect a chairperson and a <br />vice chairperson from among its members at the first meeting held in each fiscal <br />year. In the event that the chairperson or vice chairperson so elected ceases to be a <br />Director, the resulting vacancy shall be filled at the next regular meeting of the <br />Board of Directors held after such vacancy occurs or at a special meeting called for <br />that purpose. In the absence or inability of the chairperson to act, the vice <br />chairperson shall act as chairperson. The chairperson, or in the chairperson's <br />absence, the vice chairperson, shall preside at and conduct all Board of Director's <br />meetings. <br />(7) Rules and Regulations. The Board of Directors may adopt, from <br />time to time, by resolution, such rules, regulations and bylaws for the conduct of its <br />meetings and affairs as the Board determines is necessary or convenient. <br />Section 6. Additional Officers and Employees <br />(a) Officers and Contract Staff. <br />(1) OCHFT may contract with a Party to this Agreement for officers <br />and staff pursuant to Section 6, subdivision (d), or retain independent contractors, <br />agents, or volunteers as the Board of Directors may deem necessary to carry out any <br />of OCHFT's powers, upon such terms and conditions as the Board may require, <br />including the retaining of professional and technical assistance, provided that <br />adequate funds are available in OCHFT's budget and are appropriated by OCHFT <br />therefore. <br />(2) None of the officers, agents or staff, if any, directly contracted <br />by OCHFT shall be deemed, by reason of their roles or duties or contracted status, <br />to be employed by the Parties. <br />(b) Treasurer and Auditor/Controller. Pursuant to Government Code <br />Sections 6505.5 and 6505.8, the Board of Directors shall appoint an officer or <br />employee of OCHFT, an officer or employee of a public agency that is a Party to this <br />Agreement or a certified public accountant to hold the offices of treasurer and <br />auditor for OCHFT. Such person or persons shall possess the powers of and shall <br />perform the treasurer and auditor functions for OCHFT required by Sections 6505, <br />6505.5 and 6505.6 of the Government Code, including any subsequent amendments <br />thereto. Pursuant to Government Code Section 6505.1, the auditor and treasurer <br />shall have charge of certain property of OCHFT. The treasurer and auditor shall <br />assure that there shall be strict accountability of all funds and reporting of all <br />receipts and disbursements of OCHFT. The treasurer and auditor of OCHFT shall <br />be required to file an official bond with the Board of Directors in an amount, which <br />shall be established by the Board. Should the existing bond or bonds of any such <br />officer be extended to cover the obligations provided herein, said bond shall be the <br />ri <br />55C-17 <br />