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E:] <br />1.5 Lilzkage to the Governing Board. Responsibilities not delegated to the Community <br />Oversight Boards shall be performed by the Governing Board. Members shall work with <br />the Community oversight Boards' representatives to the Governing Board to ensure that <br />local concerns requiring Governing Board action are appropriately addressed. <br />Section 2. Voting and Conduct <br />2.1 Quoruln and Voting. A majority of the Members must be present in order to <br />constitute a quonim and to transact official business of the Community Oversight Board. <br />A simple majority of a quorum of the Community Oversight Board shall be the act of the <br />Community Oversight Board. <br />2.2 Preswned Agreenwnt. A Member who is present during a vote of the Community <br />Oversight Board shall be presumed to agree with the vote taken, unless his or her vote <br />against the action is recorded. <br />2.3 Conflict of Interest. Members must be loyal to the interests of the Company. This <br />supersedes any conflicting loyalty, such as that to advocacy or interest groups, employers, <br />and/or membership on other boards. It also supersedes the personal interest of any <br />Member acting as a client of the Company's services. Members shall disclose any known <br />or possible conflicts of interest and be recused from all discussions and votes regarding <br />matters oil which the Member is, or may be, conflicted. <br />2.4 Code of Conduct. Members will be ethical and professional, and abide by the <br />following Code of Conduct at all times: <br />(a) Members will not self -deal, conduct private business, or provide personal <br />services for the Company, except as explicitly authorized through written <br />policies and procedures. <br />(b) Members may not use their positions to obtain employment for themselves, <br />family members, or associates. If a Member desires employment with the <br />Company, he or she must resign prior to submitting an application for any <br />position. <br />(c) Members will annually disclose their involvement with other organizations, <br />vendors, or any other associations that might create a conflict of interest. <br />(d) Members may not exercise individual authority over the Company, its Officers, <br />or employees except as explicitly set forth in written policies and procedures. <br />(e) Members will not interact with the public, press, or other entities regarding <br />Community oversight Board activities or Company business. All interaction <br />regarding Company matters will be coordinated through the Company's <br />Communications staff. <br />(f) Members will maintain the confidentiality of discussions of all Company <br />business, including matters discussed in closed session. <br />ARTICLE IV: OFFICERS <br />18 <br />