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• • <br />Incorporation and Bylaws and a true and correct listing of Corporation's governors and officers and <br />their terms of office, certified as such by Corporation's Secretary, have been filed with the Clerk of <br />the Council. <br />(b) By its execution of this Agreement, City accepts and agrees to the organization of the <br />Corporation as set forth in the above said Articles of Incorporation and Bylaws. <br />§ 1.03 Compensation of Board Mernbersand Meetings <br />(a) The members of the Board shall serve without compensation other than reimbursement <br />for expenses incurred by them in the course of the performance of services for the Corporation <br />when authorized by the Board. <br />(b) The Corporation shall conduct its board meetings in accordance with applicable law. <br />§ 1.04 Changes in Govemors and Officers, Articles and Bylaw.-, <br />The Corporation shall notify the Clerk of the Council of any change in the membership of <br />Board and any change in the officers of the Corporation. Any amendment of the Corporation's <br />Articles or Bylaws shall be filed with the Clerk of the Council. <br />§1.05 City Renr .s .ntatinn on the Board <br />The City Manager or his/her designated representative shall be entitled to attend all meetings <br />of the Board and to participate in the discussions of the Board to the same extent as the members of <br />the Board, and Corporation shall assure that the City Manager or his/her designated representative <br />is provided with reasonable advance notice of all meetings of the Board. Nothing herein shall be <br />construed to provide the City Manager or his designated representative with any authority to make, <br />second, or vote on motions, or to cause him to be counted for purposes of determining whether a <br />quorum exists, at meetings of the Board. <br />§1.06 City Residents nn the Board <br />At least two members of the Board shall be City residents. If the number of members who <br />are City residents become less than two due to the death, resignation, or change of residence of a <br />member, The Corporation shall not be in default under this section, provided, however, that the <br />next member appointed to the Board shall be a City resident. <br />5