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55394.00068\42104911.2 <br /> <br /> <br />4 <br />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 m eeting at which <br />a quorum is present shall be the act of the Board. <br />ARTICLE IV <br /> <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.