Resolution 2013-01 - Laserfiche WebLink

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damages are the result of intentional acts or omissions of a Director, acting outside the scope of his or her authority with respect to EAGLE-Net. Notwithstanding the foregoing, no Director shall be liable to EAGLE-Net in any matter involving the Director's good faith actions undertaken in connection with any other obligations or responsibilities of a Director outside of his or her activities on behalf of EAGLE-Net. 6. OFFICERS/EMT. The Board of Directors shall retain a Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of EAGLE-Net and shall perform all duties incident to the office of Chief Executive Officer, and such other duties as may be prescribed by EAGLE-Net. The initial Chief Executive Officer shall be Dr. Randy Zila. Subject to the approval of the EAGLE-Net Board in each instance, the Chief Executive Officer will develop and retain the EMT, and will have the authority to engage current project team members and entities and individuals identified in the EAGLE-Net grant application for funding pursuant to the American Recovery and Reinvestment Act. 7. NETWORK ADVISORY BOARD. After meeting with the EMT, the Chief Executive Officer shall recommend, and the EAGLE-Net Board shall appoint a Network Advisory Board (NAB), to be comprised of individuals from the public and private sector with expertise in network design, operations and management. The EAGLE-Net Chief Executive Officer may suggest NAB candidates to the EAGLE-Net Board. The mission of the NAB shall be to provide assistance and advice to EAGLE-Net with respect to all of its purposes as set forth in this Agreement. NAB members shall be drawn from entities that have a relationship with EAGLE-Net, which can include, but is not necessarily limited to the Front Range GigaPoP, Members, institutions of higher education, governmental agencies, non-profit associations, contractors or private sector service providers. 8. VOTING. Each Member or Director shall have one vote for matters upon which each may be entitled to vote pursuant to this Agreement; provided however, that Advisory Members to the Board shall have no voting privileges. There shall be no voting by proxy; all votes must be cast in person at EAGLE-Net meetings by a Member or Director, except as otherwise may be provided in the Bylaws. A quorum of no less than one-half plus one of the Members or Directors shall be necessary for the conduct of EAGLE-Net business. Decisions of EAGLE-Net shall be by a majority vote of those Members or Directors present at a duly called meeting; provided that decisions relating to any employment or contract matters relating to the EMT shall require a vote of at least two thirds of the full Board for passage. 9. BYLAWS. The EAGLE-Net Board of Directors shall have the authority to adopt bylaws governing the conduct of EAGLE-Net, its meetings, and communications and interaction EAGLE-Net Intergovernmental Agreement Revised 1/17/12 Page 5