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C. Alternates: Each member of the Board of Directors may <br />designate, in writing, an alternate to serve as an acting Board Member in the event that he <br />or she is unable to attend a meeting of the Board of Directors. Any such alternate member <br />of the Board of Directors shall be entitled to vote on any issues before the Board, <br />provided the original Board Member is e n t i t l e d t o v o t e b u t i s not present. <br />d. Board Members not Compensated: Members of the Board of <br />Directors of the Consortium shall not be compensated for their services as Board Members. <br />However, the Board may from time to time agree in advance to pay the out-of-pocket <br />expenses of any Board member asked to do extraordinary services on behalf of the Board. <br />5. Officers: The Board of Directors shall hold an annual election of officers. <br />Only Board members may serve as officers of the Consortium. The officers shall be <br />President/Chairman, Vice President/Vice Chairman, Secretary, and Treasurer. Duties, <br />responsibilities and authority of Officers shall be defined by the By -Laws, as defined <br />herein. <br />6. Meetings: The Board of Directors shall meet at least quarterly, unless <br />otherwise determined by the Board of Directors, at a time and place to be determined by the <br />Board. In addition, Special Meetings of the Board of Directors may be called from time to <br />time, and the procedures for such meetings shall be set forth in the By -Laws. All meetings <br />and business of the Board of Directors shall be conducted in compliance with Florida's <br />Public Records and open meeting laws. <br />7. Voting Weights: In consideration of the differences in size and scope of <br />the Member Entities, voting weights shall be assigned as follows: <br />a. City of Orlando (three (3) votes) <br />b. City of Winter Garden (one (1) vote) <br />C. City of Ocoee (one (1) vote) <br />d. City of Maitland (one (1) vote) <br />e. City of Kissimmee (one (1) vote) <br />f. City of St. Cloud (one (1) vote) <br />g. City of Winter Park (one (1) vote) <br />h. City of Casselberry (one (1) vote) <br />i. Orange County Board of County Commissioners (four (4) votes) <br />j. Reedy Creek Improvement District (one (1) vote) <br />k. Osceola County Board of County Commissioners (two (2) votes) <br />Page 4 of 11 <br />