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Section 3-Vacancies:Vacancies of city council member(s) appointedto the Board of Commissioners occurring by reason of death, resignation, removal, or disqualification shall be filled in accordance with Chapters 2 and 4 of the Ramsey City Charter. Section 4 Certificate of Appointment; Filing: Commissioners shall hold office until their successors have been appointed and qualified. A certificate of appointment of each commissioner shall be filed with the city clerk and a certified copy shall be transmitted to the Commissioner of Employment and Economic Development. A certificate shall be conclusive evidence of appointment. Article 3 - Officers Section 1 - Officers: The officers of the Authority shall be elected from among the Commissioners. The officers shall consist of a Chairperson, Vice Chairperson and a Secretary-Treasurer. A Commissioner may not hold more than one of the aforementioned offices at the same time. Section 2 - Chairperson: If present, the Chairperson shall preside over all meetings of the Board of Commissioners. The Chairperson shall sign all contracts, deeds and other instruments and documents made by the Authority unless otherwise directed by a majority of the Board. Section 3 - Vice-Chairperson: The Vice-Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson and in the case of death or resignation of the Chairperson, the Vice-Chairperson shall perform the duties of the Chairperson until such time as the Board elects a new Chairperson. Section 4 - Secretary-Treasurer: The Secretary-Treasurer shall keep the minutes of all meetings, maintain all records of the Authority, and have care and custody of all funds and keep regular books of account of the Authority. The Secretary-Treasurer shall also perform all other duties of the Secretary-Treasurer and shall preside over the Board in the absence of the Chairperson and Vice-Chairperson. The Secretary-Treasurer, upon approval of the majority of the Board by Resolution, may delegate the responsibilities of Treasurer and Secretary to qualified City staff members or consultants. Section 5 - Execution of Instruments and Documents: All deeds, contracts, Development Agreements, bonds, and instruments and documents of every kind authorized by the Board shall be signed by the Chairperson and the Executive Director on behalf of, and in the name of, the Authority. Section 6 - Additional Duties: The Officers of the Authority shall perform such other duties as may from time to time be required by the Board of the bylaws or rules and regulations of the Authority. Section 7 - Election/Appointment: The Chairperson, Vice-Chairperson, and Secretary- Treasurer shall be elected annually from among the Commissioners of the Authority. They shall hold office for one year or until their successors are elected and qualified. Section 8 - Vacancies: Should the office of Chairperson, Vice-Chairperson, and/or Secretary-Treasurer become vacant, the Board shall elect a successor from among its members at the next Regular or Special Meeting. Such election shall only be for the unexpired term of the office. Article 4 Personnel RESOLUTION #HRA-11-05-004 Page 2 of 5