Agenda 12-12-23; 8-g - Amendments to the Orange County Staff Working Group (SWG) By-Laws and Operating Procedures

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14 member may call for a vote on any issue, provided the motion to vote is seconded and the issue is within the purposes set forth in Article II and on the agenda as outlined in Section 6 of this article. Each voting member of the Orange SWG shall have one vote. Voting members or their approved alternates shall be present, in person, at regular meetings to participate in voting procedures, including calling for a vote, seconding a vote, and voting on motions. Voting procedures may be conducted virtually for special meetings, as described in Sections 3 and 5 of these bylaws. A majority vote of the members (or their approved alternates) present and eligible to vote shall be sufficient for approval of matters coming before the Orange SWG. The Chair is permitted to vote; however,non-voting members and unauthorized alternates are not permitted to vote. In the absence of any direction from these Operating Procedures, Robert's Rules of Order shall govern voting procedures. ARTICLE VI—AMENDMENTS TO OPERATING PROCEDURES Amendments to these Operating Procedures of the Orange SWG shall require the affirmative vote of all Orange SWG's eligible voting members, provided that written notice of the proposed amendment has been received by each member at least seven(7) days prior to the meeting at which the amendment is to be considered and provided that such amendment does not conflict with the letter or fundamental intent of the Transit Governance Interlocal Agreement governing this document. In the event of any conflict, the Transit Governance Interlocal Agreement shall carry precedence over these Operating Procedures. Approved by the Orange Staff Working Group on _November 15, 2023 Approved by the Orange County Board of Commissioners on Approved by the GoTriangle Board of Trustees on Approved by the DCHC MPO Policy Board on 6