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<br />JOINT AND COOPERATIVE <br />INTERGOVERNMENTAL AGREEMENT <br />for a <br />GREATER METRO TELECOMMUNICATIONS CONSORTIUM <br /> <br />with Member contributions, and funds contributed to the Consortium according to the terms of this <br />Agreement. The Consortium is hereby authorized by the Members to do all that is necessary for the <br />exercise of said powers within the constraints of the approved Operating Budget or special budgets, <br />including, but not limited to any or all of the following: hiring employees or consultants, entering into <br />contracts, acquiring, holding or disposing of property, incurring debts, liabilities or obligations within the <br />limits of any applicable law required by the exercise of these powers, authorizing and approving budgets <br />and financial expenditures, and such other powers as are prescribed by the Members hereof. <br /> <br />10. MEETINGS. <br /> <br />A. Regular Meetings. Regular meetings of the Consortium shall be held quarterly, or as <br />otherwise determined by a majority vote of the Directors appointed by Voting Members. <br /> <br />B. Special Meetings. Special meetings of the Consortium may be called by (1) the <br />president, or (2) the secretary upon the "vritten request of a majority of the Directors. One week's vvritten <br />notice of a special meeting, and the subject matter of that meeting, shall be given to the registered <br />Directors. <br /> <br />C. Notice. Notice of meetings of the Consortium shall be given to the Directors by the <br />Secretary at least one week in advance, and when feasible, the agenda for such meetings, and the minutes <br />of the previous meeting, shall accompany such notice. Notice of such meetings shall also be given at a <br />minimum in accordance with the provisions of applicable law, and additionally as directed by the <br />Members. Discussion at regular meetings of the Consortium need not be limited to matters set forth in <br />the agenda. <br /> <br />D. Executive Sessions. All meetings shall be open to the public as provided in the <br />Colorado Open Meetings Law, C.R.S. 24-6-401 et seq, or any successor statute thereto, unless two thirds <br />(2/3) of the quorum present votes to hold a closed executive session for the purposes, and in accordance <br />with the procedures, set forth in the Open Meetings Law or any successor statute thereto. <br /> <br />11. NEW MEMBERS. After the effective date of this Agreement, additional governmental <br />entities may become Members of the Consortium upon application to, and approval by, the Board of <br />Directors. Approval by the Board of additional members shall be conditioned upon the following: <br /> <br />A. Reimbursement. Reimbursement by the new Members of the Consortium for the <br />expenses of the Consortium resulting from addition of the new Member, including, but not limited to, <br />reasonable attorneys' fees, consultants' fees, accountants' fees, engineering fees and all other such <br />reasonable out-of-pocket expenses as may be incurred. <br /> <br />Greater Me:tro Telecommunications Consortium <br />Intergovernmental Agreement <br />Page 5 <br />