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Section 1. officers and Duties <br />1.1 ExecutNe Director, The Executive Director is the principal manager of the <br />Community operations Center. He or she has supervising authority and may delegate <br />duties to Community operations Center staff as he or she deems advisable. In the absence <br />of the Chair of the Community oversight Board, he or she has the authority to preside over <br />all meetings of the Community Oversight Board. <br />1.2 Cleric. Each Executive Director shall appoint a staff member to serve as Clerk for <br />each Community oversight Board. The Clerks shall attend all meetings of their respective <br />Community oversight Boards and are responsible for required compliance activities such <br />as meeting notices, recording minutes and votes, etc. The Clerks shall coordinate their <br />duties with, and are accountable to, the Governing Board Clerk. <br />ARTICLE Ve. GENERAL <br />Section 1. Amendment of Bylaws <br />These bylaws may be amended by an affirmative vote of the Community oversight <br />Boards, subject to the approval of the Governing Board. <br />Section 2. Indemnification and Insurance <br />2.1 Ir7den7ni ication. Any individual who serves, or has served, as a Member shall be <br />indemnified to the fullest extent permitted by law against any claim arising from his or her <br />service as a Member. <br />2.2 Insurance. The Company shall purchase and maintain insurance on behalf of any <br />Member against any liability asserted against, or incurred by, a Member arising from his or <br />her service as a Member. <br />Section 3. Books and Records <br />The Company shall keep minutes of the proceedings of the Community oversight <br />Boards and all committees as required by law. <br />PASSED, ADOPTED AND APPROVED this day of 12012. <br />Chairman <br />Clerk <br />W <br />01 <br />