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Directors may, by resolution, change the number of Directors; provided, that such change is <br />consistent with this Agreement. <br />9.1.1 The initial Board of Directors shall be appointed as follows: one Director <br />shall be appointed by and from each participating board of county <br />commissioners; one Director shall be appointed by the Yakama Nation; <br />and a maximum of two Directors from each of Benton, Yakima and <br />Kittitas counties shall be appointed collectively by those cities that are <br />Parties at the time of appointment, in a manner in which they agree upon. <br />9.1.2 The Organization may modify the manner of selection and composition of <br />the Board of Directors upon changes in size of the Board of Directors; <br />upon addition of other jurisdictions; or, upon modification of the scope of <br />the Organization's activities under Section 6.4.9. <br />9.1.3 All Directors shall be elected officials; provided, an Alternate Director is <br />not required to be an elected official. <br />9.2 Consensus Decision -making. <br />9.2.1 A quorum of the Board of Directors is defined as a majority of the <br />Directors (or their alternates). The Board of Directors shall not take action <br />at any meeting unless a quorum is present at the time the action is taken. <br />9.2.2 All decisions of the Board of Directors shall be made by consensus of the <br />Directors (or their alternates) present at a meeting. Consensus is defined <br />as a unanimous vote, or the absence of any dissenting vote, or the absence <br />of any objection. A member abstaining on a decision is neither a dissent <br />nor an objection. <br />9.3 Meetings. The Board of Directors shall meet as necessary, but at a minimum on a <br />quarterly basis. <br />9.4 Insurance. The Board of Directors shall procure at least the following insurance: <br />general liability, officers and public officials errors and omissions, property, casualty and fire. <br />The Board of Directors may authorize contracts with insurance and/or risk pools, or other <br />agencies to provide the insurance coverages deemed by the Board of Directors to be reasonable <br />and appropriate for its activities. <br />9.5 Officers. The initial officers of the Organization shall be a Chair (President), a <br />Vice -Chair (Vice President)/Treasurer, and a Secretary. The President shall serve as chair of the <br />Organization and shall perform such other duties as may be determined by the Board of <br />Directors. The Vice President/Treasurer shall perform the duties of the President in the <br />President's absence and shall perform such other duties as may be determined by the Board of <br />Directors. The Secretary shall be responsible for the books and records of the Organization and <br />shall perform such other duties as may be determined by the Board of Directors. Additional <br />officers may be approved by the Board of Directors. Two or more offices may be held by the <br />same person, except for the offices of President and Secretary. <br />-6- <br />50630776.1 <br />