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and Regulations. In the event that any one Director has a voting share that <br /> equals or exceeds that which is necessary to disapprove the matter being <br /> voted on by the Board,at least one other Director shall be required to vote <br /> in the negative in order to disapprove such matter. When a voting shares <br /> vote is held,action by the Board requires both an affirmative Percentage <br /> Vote and an affirmative Voting Shares Vote. Notwithstanding the <br /> foregoing,in the event of a tie in the Percentage Vote,an action may be <br /> appmved on an affirmative Voting Shares Vote. When a supermajority <br /> vote is required by this Agreement or the Operating Rules and <br /> Regulations,the supermajority vote is subject to the Voting Share Vote <br /> provisions of this Section 4.12.2,and the specified supermajority of all <br /> Voting Shares is required for approval of the action,if the provision of this <br /> Section 4.12.2 are triggered. <br /> 4.13 Meetinaand Special Meetings of the Board. The Board shall hold at least four <br /> regular meetings per year,but the Board may provide for the holding of regular meetings at more <br /> frequent intervals. The date,hour and place of each regular meeting shall be fixed by resolution <br /> or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special <br /> and Emergency meetings of the Board may be called in accordance with the provisions of <br /> California Government Code Section 54956 and 54956.5.*Directors may participate in meetings <br /> telephonically,with full voting rights,only to the extent permitted by law. <br /> 4.14 O <br /> 4.14.1 Chair and Vice Chair. At the first meeting held by the Board in each <br /> calendar year,the Directors shall elect,from among themselves,a Chair, <br /> who shall be the presiding officer of all Board meetings,and a Vice Chair, <br /> who shall serve in the absence of the Chair. The Chair and Vice Chair <br /> shall hold office for one year and serve no more than two consecutive <br /> terms,however,the total number of terms a Director may serve as Chair <br /> or Vice Chair is not limited The office of either the Chair or Vice Chair <br /> shall be declared vacant and the Board shall make a new selection if(a) <br /> the person serving dies,resigns,or ceases to be a member of the governing <br /> body of the Party that the person represents; (b)the Party that the person <br /> represents removes the person as its representative on the Board,or(c)the <br /> Party that he or she represents withdraws from the Authority pursuant to <br /> the provisions of this Agreement. <br /> 4.14.2 Secretary. The Board shall appoint a Secretary,who aced not be a <br /> member of the Board,who shall be responsible for keeping the minutes of <br /> all meetings of the Board and all other official records of the Authority. <br /> 4.143 Treasurer and Auditor. The Board shall appoint a qualified person to <br /> act as the Treasurer and a qualified person to act as the Auditor,neither of <br /> whom needs to be a member of the Board The same person may not <br /> simultaneously hold both the office of Treasurer and the office of the <br /> Auditor of the Authority. Unless otherwise exempted from such <br /> Dw=tw 1,2016 -12- <br />