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decision done or made by a MR"ority 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) Yinutes. The Board of Directors shall beep minutes of all <br />regular, adjourned re air, and special meetings, and shall„ as soon as possible <br />after each meeting, cause as copy of the minutes to be forwarded to each Director <br />and to the Parties. <br />(G) Qfficers, The Board of Directors shall elect a chairperson and as <br />vice chairperson from among its members at the first meeting held in each dal <br />yyear, In the event that the chairperson or vice chairperson so elected ceases to be a <br />director, than resultin vacancy shall be filled at the next regular meeting of the <br />Board ofDirectorheld, after such vacancy occurs or at a special meeting called for <br />that purpose. In the absence or inabilityy' of the chairperson to act, the dice <br />chairperson shall act as chairperson. Tiac chairperson, or in the chairperson's <br />absenco, the vice chairpersons, shall preside at and conduct all hoard of Director's <br />meetings. <br />(7) Rule a a n d Reg ulatiog . The BosrdofDirectors maay adopt, fro <br />time to time, by resolutson, 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) Qfflcera and Contract ;staff. <br />(1) OCHFT may contract with a Party to this Agrooment for officers <br />and staff pursuant to Sections d, subdivision (d), or retain independent contractors, <br />agents, or volunteers as the Board of directors way doom necessary to carry out any <br />ofOCHF'T's ,powers, upon such terries and conditions as the Board may reqaaire, <br />including the retaining of professional and technical assistance, provided that <br />adequate funds are available in OCHFT'a budget and are appropriated by OCHFT <br />therefore. <br />() 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 than Parties, <br />(b) Treasurer and Auditor/Controller. Pursuant to Government Coale <br />Sections 6506.5 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 as certified public accountant to hold the offices of treasurer and <br />auditor for OCHFT. Such erson or persons shall possess the powers of and shall <br />perform than treasurer an auditor functions for 0CHFT required by sections 6505, <br />6505,5 and. 6506.6 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 reportin of all <br />receipts and disbursements of OCHFT. The treasurer and auditor of 0 f, FT shall <br />be required to file an official bond with the Bogard of directors in an amount,, winch <br />shall be established by the Board. Should than existi rah�*, bond or bonds of annyy such <br />officer be extended to cover the obligations provided herein, ,said bondsahall be the <br />Resolution No. 2019-035 <br />Page 10 of 16 <br />