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<br />Texas CJean Air Cities Participating Agreement and By-Laws <br />?age 301'7 <br /> <br />membership fee from time to time, but no more than once within any twelve-month period. A <br />majority ofTCACC members may fix a special assessment in addition to any membership fee. <br />Notice of the amount and due date for any fee shall be sent to the designated representative of <br />member. Members may participate and vote via telephone and/or via written proxy in form <br />acceptable to the presiding officer. Any representative or other designee of any class of member <br />is eligible to serve on a subcommittee of the Steering Committee unless otherwise decided by the <br />Steering Committee. Members of any subcommittee may attend any Steering Committee <br />meeting at which the activities or subject of that subcommittee is to be discussed or reported and <br />may speak at the discretion of the chair. <br /> <br />3. <br /> <br />Election of Officers <br /> <br />The officers of the Steering Committee shall be a chair, one or more co-chairs, and a <br />secretary/treasurer. Subcommittee chairs are not by reason of that office Steering Committee <br />officers. The Steering Committee shall elect a chair and any co-chairs and subcommittee chairs <br />as it deems necessary and form any subcommittees that the Steering Committee deems advisable. <br />The Steering Committee shall also elect a secretary/treasurer who shall, among other duties and <br />powers as may be assigned by the Steering Commi ttee, make, keep current and maintain records <br />of the meetings and transactions of the Steering Committee, ofTCACC subject to legal advice, <br />monitor invoices submitted to TCACC by professionals and others, the status of their payment, <br />the reasonableness and necessity of the services represented by said invoices, and of the amounts <br />thereof, and report on such matters and other financial affairs ofTCACC to the Steering <br />Committee. <br /> <br />4. <br /> <br />Powers of the Officers <br /> <br />Each officer elected shaH serve at the pleasure of the Steering Committee up to a term of <br />four (4) years. The Steering Committee shall elect or re-elect officers at least every four (4) <br />years. Unless terminated by the Steering Committee or the respective member, the officer shall <br />perform the duties of office until a replacement has been elected. Meetings of the Steering <br />Committee and TCACC shall be upon call of the chair or two (2) members of the Steering <br />Committee. The Steering Committee shall meet at least annually. The chair is authorized by <br />action of the Steering Committee to engage consultants and attorneys and to pay for such <br />services. Any attorneys engaged by the chair to represent the TCACC shall report to the <br />Steering Committee and / or to officers appointed by the Steering Committee for this purpose. <br />The chair or co-chair shall preside at meetings of TCACC and of the Steering Committee. In the <br />absence of a chair or co-chair, participating cities shall select a pro tern presiding officer by <br />majority vote of the cities participating in any meeting or proceeding in person or via telephone. <br /> <br />5. <br /> <br />Classes of Membership <br /> <br />The Steering Committee may establish one or more classes of associate membership in <br />TCACC for entities with special circumstance such as small size that may allow for lower <br />membership fees, limited or no voting rights, limited or no eligibility to serve on committees, <br />and other qualifications, and limits, in recognition of the size of applicants for membership or <br />other relevant factors. Any entity enjoying any class of membership shall be entitled to attend <br />and be heard orally or in writing as appropriate at any meeting ofTCACC and shall have the <br />right to attend meetings of the Steering Committee and to be heard at such meeting orally or in <br />