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Actions of Board of Directors <br />3.11. The Board of Directors shall try to act by consensus. However, the vote of a <br />majority of directors present at a meeting at which a quorum is present shall be <br />sufficient to constitute the act of the Board of Directors. <br />Proxy Voting Prohibited <br />3.12. A director may not vote by proxy. <br />Removal of Directors <br />3.13. The Board of Directors and each member thereof serves at the pleasure of the <br />City Council of the City of La Porte, Texas, which may remove any director at any time, <br />either with or without cause. <br />Committees <br />3.14. The Board of Directors may by resolution establish one or more special or <br />standing committees. Such committees shall have the powers, duties and <br />responsibilities established by the Board. The committees shall keep regular minutes <br />of their meetings and report the same to the Board of Directors when required. <br />Compensation of Directors <br />3.15. The directors shall not receive any salary or compensation for their services. <br />Directors may be reimbursed for their actual expenses incurred in the performance of <br />their duties. Travel expenses shall be reimbursed under the City's travel policy. <br />Attendance <br />3.16. Regular attendance at the Board meetings is required of all directors. Three (3) <br />consecutive unexcused absences from meetings of the Board shall cause the position <br />to be considered vacant. Four (4) unexcused absences in a twelve (12) month period <br />shall also cause the position to be considered vacant. <br />Ex- Officio Members <br />3.17. The City Council may appoint Ex- Officio members to the Board of Directors as it <br />deems appropriate. These representatives shall have the right to take part in any <br />discussion of open meetings, but shall not have the power to vote in the meetings. <br />Ex- Officio members shall serve a term of one calendar year. <br />ARTICLE IV <br />OFFICERS <br />