LIVERMORE AMADOR VALLEY TRANSIT AUTHORITY JPA

Section 3.9. Quorum. Four (4)members of the Board of Directors, with the authority to exercise at least five (5) votes, shall constitute a quorum for the transaction of business at meetings of the Board of Directors Section 3.10. Voting. Each representative to the Board of Directors shall have one vote, except that in the absence of a regular or alternate representative of a city Member Jurisdiction at a meeting of the Board of Directors, the other representative from that city may exercise both votes for that jurisdiction. Section 3.11. Board Action. Except as specifically limited by Subsection 3.11(a) and (b) of this Agreement, four (4) affirmative votes of the Board of Directors shall be required to act upon any matter. (a) Matters Requiring 14 Days' Notice and Notice to Member Jurisdiction. The following actions shall require five (5) votes for approval and shall not be passed until at least 14 days after their introduction at a Board of Directors meeting. When any of the following actions are altered after introduction, they shall not be effective until at least fourteen days after their passage. Good faith compliance with the notice requirements of Section 6 shall be deemed to constitute sufficient notice to Member Jurisdictions. Any objection to notice shall be made within 14 days of the action. 1) Adoption or amendment of By-Laws. 2) Designation of the Authority Treasurer as provided in sub-section 4.2. 3) Approval of any budget actions requiring increased amounts to be paid by any Member Jurisdiction over and above approved budget appropriations, and modification of the Member Jurisdictions' contributions to the Authority. (b) Permanent Changes in Routes. Any permanent change in regularly scheduled bus routes requires four votes of the Board of Directors including all of the votes of the jurisdiction in which the change would occur. Examples of changes in bus routes subject to the limitations of this section include changes in frequencies, changes in location of bus routes, and changes in location of bus stops. Emergency changes in bus routes necessitated by street closures and other unanticipated events may be implemented as appropriate but shall be brought to the Board for its review at the next regularly scheduled Board meeting. ARTICLE IV: ADMINISTRATION Section 4.1. Executive Director. The Board of Directors shall appoint and employ an Executive Director, who shall serve at the pleasure of the Board. In lieu of an Executive Director, the Board may contract for such management services. At the direction of the Board, the Executive Director shall work with such committees as may be established and designated for this purpose. The Executive Director shall be responsible for: (a) Authority management, strategic planning, financial management, personnel, and implementation of the Board-adopted annual work program and budget; (b) Translating Board of Directors policies into operating directives, procedures and rules; 5