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SECTION IV. Notice of the Annual Meeting or Special Meeting. Written notice of the annual or special meetings of the members stating the place, day and hour of the meeting shall be issued over the signature of the president or secretary and shall be delivered to the members not less than fourteen . calendar days before the day of the meeting if delivered personally or not less than twenty-one days if delivered by mail. If mailed, such notice shall be deemed delivered when deposited in the United States mail. SECTION V. FEES. The annual membership fee and the registration fee for annual meetings of the members shall be set by the board. Retired members shall pay one-half of the registration fee for attendance at the annual meetings of the members. Honorary members shall not be required to pay any fees. ARTICLE N BOARD OF TRUSTEES SECTION I. Trustees. There shall be three trustees from each of the Colorado River Basin states and three trustees representing the tribes plus such other and additional trustees as the board may from time to time designate. The state trustees shall be elected by their individual state delegations and by the trustees representing the tribes shall be elected by the tribes. Election results shall be reported to the membership at the annual business meeting. SECTION II. Duties. The duties of the board shall include but not be limited to effectuating the policies and programs of the association and to prescribing duties and fixing compensation, if any, of its officers, agents or employees. SECTION III. Meetings. Meetings of the board shall be held on a midyear and annual basis and special meetings may , be called by the president at such times and places as may be deemed necessary and advisable. No business may be transacted at any regular or special meeting of the board unless a quorum is present. A majority of the number of the association's elected trustees shall constitute a quorum. Each trustee shall be entitled to the privileges of the floor and one vote. SECTION IV. Action by Unanimous Written Consent. If and when the trustees shall severally or collectively unanimously consent in writing to any action to be taken by the association, such action shall be valid association action as . though it was authorized at a regular or special meeting of the board. SECTION V. Term of Office. The term of office of each trustee shall be two calendar years commencing on the 1st day of January and ending on the second 31 st day of December thereafter. SECTION VI. Delegation of Powers. For any reason deemed sufficient by the board, whether occasioned by absence or otherwise, the board may delegate all or any of the power and duties of any trustee, officer or agent to a member of the association. SECTION VII. Vacancies. When a position of trustee becomes vacant, the president with the approval of the executive committee may appoint a replacement from the same state or from the tribes, as the case may be, who shall serve until the next annual meeting of the members. SECTION 8. Compensation. No compensation shall be paid to any trustee of the association. ARTICLE V OFFICERS SECTION I. Panel of Officers. The panel of officers elected by a majority vote of the members present at the annual meeting of the members shall be a president, vice president, secretary-treasurer and assistant secretary-treasurer. only the president and vice president must be trustees at the time of election. The secretary-treasurer and assistant secretary- treasurer must be members of the association at the time of election and shall become ex-officio trustees upon election. The term of office for all officers shall be two calendar years commencing on the 1st day of January and ending on the second 31 st day of December thereafter. No officer may serve more than one term in succession unless expressly provided by at least a three-fourths vote of the trustees present at a regular or special meeting of the board. SECTION II. President. The president shall be the chief executive officer of the association and shall administer all policies and actions duly passed and adopted by the board as well as the provisions of these bylaws and the association's Articles of Incorporation. SECTION III. Vice President. The vice president shall assist the president in the performance of all prescribed duties and responsibilities of the president and shall act as president in the absence of the president. P. 14 I CRWUA 1999 Annual Report __ -.----.--.-.-.-.-.---.-.-.--.-----.---------.--------.--.-..-.----------.----"-----.-..-...-.-..-.----.--.-.-_.__.._--_._-_._..__.__..._--_.._----_...__.__.__.~-~