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8. Action by Board of Directors: All actions of the Board of Directors <br />must be approved by a simple majority of those Board members present at the meeting, <br />except that the following matters shall require a two-thirds (2/3) majority of those present <br />for approval: <br />a. Approval of annual budget <br />b. Hiring or firing of Facilities Manager <br />c. Admission of any additional parties to Interlocal Agreement/Board <br />of Directors <br />d. Adoption of By -Laws <br />e. Amendments to By -Laws <br />f. Amendment of Interlocal Agreement <br />g. Annual Schedule of Dues and Fees to be charged by the Consortium <br />h. Notwithstanding anything contained herein to the contrary, the initiation of <br />litigation or other legal action or proceeding on behalf of the Consortium shall <br />require unanimous (100%) approval of the Board of Directors. Provided <br />however, if a Member Entity's interest is adverse to the Consortium in the <br />proposed litigation or other legal proceeding, the adverse Member Entity will <br />not be entitled to vote on the issue. <br />9. Participating Parties: The parties to this Interlocal Agreement shall be the <br />participants (sometimes referred to herein as "Members" or "Member Entities") in the <br />Consortium. However, the Board of Directors, may, from time to time, allow additional <br />public agencies to participate as Members on such terms and conditions as it may set. In <br />the event that the admission of additional public agencies as Parties to this Interlocal <br />Agreement be approved by a favorable two-thirds (2/3) vote as described in the preceding <br />paragraph, such newly admitted Members must execute and agree to join in this <br />Interlocal Agreement. <br />10. Use of Facility and Provision of Services to Non -Member Public <br />Agencies: <br />a. In accordance with the requirements of the License Agreement, all Member <br />Entities shall be required to execute a facility sublicense agreement with Valencia <br />College prior to using the Facility. This facility sublicense agreement is attached as <br />Exhibit "B", and incorporated herein (the "Sublicense Agreement"). Each Member <br />Entity agrees to execute the Sublicense Agreement as a condition of membership in <br />the Consortium. <br />Page 5 of 11 <br />