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10 <br />January 27, 2011 draft <br />The Board of Directors may also establish one or more subcommittees of any special committee <br />as necessary to further the goals of the Association. The Board of Directors may delegate the selection of <br />subcommittee or special committee members to any such subcommittee or to the chairperson of a <br />special committee. <br />8.6. Special Committee Programs and Reports. Upon request of the Board of Directors, each <br />special committee shall submit to the Board of Directors following the annual meeting its program and <br />agenda for the next year, and upon request shall report in writing on its activities, including any <br />recommendations the special committee may have for the Board of Directors' consideration. <br />8.7. Committee Meetings; Miscellaneous. The provisions of these Bylaws governing meetings, <br />action without meetings, notice and waiver of notice, and. quorum and voting requirements of the Board <br />of Directors shall apply with equal force to committees of directors and their members as well. <br />ARTICLE LY -MEMBERSHIP <br />9.1. General Membership Provisions. Any local government located in whole or in part within <br />the Falls Lake Watershed may become a member of the Association on the terms. and conditions <br />designated herein. For the purposes hereof, a "local government" means a county, city, town, or <br />incorporated village that is located in whole or in part with the Falls Lake Watershed. Local government <br />also includes any water or sewer authority that is created pursuant to Article 1 of Chapter 162A of the <br />North Carolina General Statutes that provides service within the Falls Lake Watershed. Local <br />governments that are members in good standing,of the UpperNeuse River Basin Association, Inc. at the <br />time of adoption of these By-laws shall remain members of the Association so long as they continue to <br />meet the requirements of membership set out herein below. <br />9.2. Election of Members. Each candidate for. membership shall make application on a form <br />specified by the Board of Directors. All.. completed applications shall be considered by the Board of <br />Directors 'at its neat regular meeting following. submission of the application. Approval of an <br />application shall be granted by the .Board of Directors to any local government located in whole or in <br />part within .the Falls Lake Watershed provided the local government requesting membership pays its <br />initial dues as required herein.'. Membership shall become effective upon (i) payment of initial dues by <br />the applicant in an amount established by the Board of Directors based on a formula or policy applicable <br />to all Members, and (ii)a vote by the. Board of Directors admitting such candidate which vote must be in <br />the affirmative if the candidate is a local government located in whole or in part within the Falls Lake <br />Watershed and the applicant pays its dues. <br />9.3. No Capital Stock. The Association shall have no issued or authorized shares of capital stock <br />and no shareholders. <br />9.4. Voting Rights of Members. Members shall have no voting rights. As stated elsewhere <br />herein, each Member shall have the right to appoint one Director and one alternate who shall have full <br />voting authority in the absence of the appointing Member's .regular Director. All of a Member's rights <br />to take part in the management of the Association shall be by and through its Director and alternate <br />Director. <br />{A0076878. DOC}{A0076878. DOC}{7 <br />