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(b) Place. Regular Board meetings shall take place at locations within the Authority's <br /> jurisdiction as the Board of Directors shall from time to time designate by <br /> resolution and which are convenient to transit dependents and accessible to the <br /> elderly and persons with disabilities. <br /> (c) Notice. Notice of regular and special meetings shall comply with the <br /> requirements of the Brown Act. <br /> (d) Special Meetings. Special meetings of the Board of Directors may be called at <br /> any time by the Chair or Vice-Chair, the Executive Director, or by any three (3) <br /> members of the Board, by delivering, via e-mail or regular mail, notice to each <br /> Director and the Executive Director. Public notice shall be given as required by <br /> the provisions of the Brown Act. The notice shall specify the time and place of <br /> the special meeting and the business to be transacted. No other business shall be <br /> considered at such meetings. Written notice of special meetings may be <br /> dispensed with as to any Director who, at or prior to the time the meeting <br /> convenes, files with the Executive Director a written waiver of notice. Such <br /> waiver may be given personally, by e-mail, by mail or by fax. <br /> (e) Rules of Order. Conduct and procedure for meetings of the Board of Directors <br /> shall comply with Roberts Rules of Order. <br /> (f) Open Meetings. All regular, adjourned, and special meetings of the Board of <br /> Directors shall be open to the public as required by the provisions of the Brown <br /> Act and applicable case law. However, the Board may hold closed sessions from <br /> which the public may be excluded for consideration of those agenda items which <br /> may be discussed in closed session by law, and in the manner provided by law. <br /> Directors and staff shall maintain the confidentiality of all matters discussed in <br /> closed session. <br /> (g) Agenda. An agenda shall be prepared by the Executive Director or his/her <br /> designee for each regular meeting containing the specific items of business to be <br /> transacted and the order thereof. Items of business may be placed on the agenda <br /> by the Chair or by any three (3) Members of the Board of Directors. Agenda <br /> notices shall be issued in compliance with applicable Brown Act provisions. <br /> A copy of the meeting agendas for each Board of Directors meeting shall be <br /> transmitted to each member of each Member Jurisdiction's governing body at the <br /> same time that the agenda is mailed to the members of the Authority's Board of <br /> Directors. <br /> (h) Minutes. The Executive Director or his/her designee shall keep or cause to be <br /> kept written minutes of its proceedings, except closed sessions. <br /> (i) Official Action of the Board of Directors. The Board of Directors shall take <br /> official action by ordinance, resolution or motion. <br /> 1208095.7 <br />