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employees), and three Community Anchor representatives. Except for the state government <br /> representative, all Board members must represent jurisdictions that obtain services from <br /> EAGLE-Net or have signed a letter of intent to purchase services from EAGLE-Net, when such <br /> services are made available. No school district may have more than one representative on the <br /> Board. Additionally, there shall be appointed two (2) advisory members of the Board, as <br /> representatives of private sector entities that are working on the EAGLE-Net project. Advisory <br /> members shall have no voting privileges, but shall be entitled to attend and participate in all <br /> public meetings, and shall have the same fiduciary obligations to EAGLE-Net as other Board <br /> members. Except in the case of a Board member's resignation or inability to serve, the initial <br /> Board shall serve until the expenditure of all BTOP grant funds, which shall be for a period of <br /> approximately 36 months, until the annual meeting of the Members in 2013, or until their <br /> successors have been elected or appointed in accordance with this Agreement. Subsequently, the <br /> Board of Directors shall be chosen as follows: <br /> A. Beginning with the annual meeting of EAGLE-Net in August, 2013, and every <br /> year thereafter, new directors shall be elected by the Members. <br /> B. Beginning with the election of new Directors in 2013, the EAGLE-Net Board of <br /> Directors shall recommend a slate of Directors to the Members no less than thirty(30) days prior <br /> to the annual meeting. Members may also nominate candidates for Director as representatives <br /> from the groups described in this Section 5 by submitting names to the EMT in writing, by May <br /> 1" in the year of each annual meeting. Beginning with the new Directors elected in 2013, the <br /> Board shall be comprised of one state government representative, four (4) representatives from <br /> K-12 education, and four Community Anchor representatives. <br /> C. Except at the annual meeting in 2013, at each annual meeting thereafter, the <br /> Members shall elect the Directors for terms of three (3) years. At the 2013 annual meeting, the <br /> Board candidates receiving the three highest vote totals shall receive three year terms, the next <br /> three candidates with the highest vote totals shall receive two year terms, and the candidates with <br /> the next highest vote totals shall receive one year terms; provided however, that the Directors at <br /> all times shall be representatives of the categories described in this Section 5. In the event of a <br /> tie vote, the EMT shall determine which directors serve which terms. <br /> D. Directors shall serve without compensation from EAGLE-Net. EAGLE-Net's <br /> Board shall adopt policies governing the delegation of authority for the day to day management <br /> of EAGLE-Net to its Chief Executive Officer and EMT. <br /> F. No Director shall be liable to EAGLE-Net for monetary damages, unless such <br /> EAGLE-Net <br /> Intergovernmental Agreement <br /> Revised 1/17/12 <br /> Page 4 <br />