LIVERMORE AMADOR VALLEY TRANSIT AUTHORITY JPA

Directors can be convened; provided that, such meeting shall be called as expeditiously as practicable. The Chair shall preserve strict order and decorum at all meetings of the Board and announce its decisions on all subjects, and decide all questions of order. The Chair or his/her designee shall sign all resolutions adopted and contracts approved by the Board of Directors at meetings at which he or she is in attendance unless otherwise provided by the Board of Directors. Subject to approval of the Board of Directors, the Chair shall appoint the members and Chairs of committees created from time to time by the Board of Directors. The Chair shall serve as the liaison between Authority's Executive Director and the Board of Directors. The Chair shall also serve as the spokesperson of the Board relative to all external communications regarding Authority business. The Vice-Chair shall perform the duties of the Chair if the Chair is absent or unable to act. 4.03 Term of Office. The Chair and Vice-Chair shall serve one (1) year terms of office commencing on June 1 of each year. There shall be no limit on the number of terms that a Director may serve as Chair or Vice-Chair. The Chair shall rotate among the four Members on an annual basis with a Pleasanton, Dublin, Livermore, and County sequence. 4.04 Qualifications. In casting votes for Chair and Vice Chair, members of the Board may consider the candidate's leadership qualities, ability to conduct meetings of the Board expeditiously and fairly, and willingness to represent and implement positions adopted by the Board when such positions are at variance with his/her political views, as well as any other factors deemed pertinent. 4.05 Nomination and Election of Officers. Nomination and election of officers shall be carried out in such manner and schedule as determined by the Board of Directors. 4.06 Vacancy in Office. A vacancy in the office of the Chair shall be filled by the Vice-Chair until a new Chair is selected. A vacancy in the office of the Vice-Chair shall remain unfilled until a new Vice-Chair is selected. A vacancy in either the office of the Chair or Vice-Chair shall be filled as follows: at the next subsequent meeting, nominations will be taken from the floor and the Board of Directors shall elect a new Chair or Vice-Chair. 4.07 Chair Pro Tem. In the absence of the Chair and Vice-Chair, the Board of Directors shall appoint a Chair Pro Tem to fulfill the duties of the Chair. ARTICLE V. COMMITTEES 5.01 Standing and Special Committees. The Board of Directors shall establish standing and special ad hoc committees as it deems necessary. 1208095.7