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Page 3 Section 5 – Terms of Office Each Director may hold office for as long as the organization, business, or agency they represent is a member in good standing of the Corporation. Section 6 – Compensation Directors shall serve without compensation for the services but may fix reasonable allowance for expenses actually incurred in connection with their duties. Section 7 – Resignation or Removal Any Director may resign by giving written notice to the Secretary. Any qualified Director may be removed from the Board for failure to remain current in their financial commitment as established by the Board. A Board member will be designated as delinquent for failure to meet financial obligations with 60 days of the established due date. Section 8 – Place of Meeting The Board may hold its meetings, annual, regular or special, at such place as determined by the Board of Directors. Section 9 – Annual and Regular Meetings An annual meeting of the Board shall be held in the month of January each year for the election of officers, for the appointment of committees, for the receipt of reports from committees and officers, and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on the date and at the time and place as shall be stated in the notice of the meeting, which notice shall be in writing and shall be mailed at least 72 hours before the annual meeting. Regular meetings of the Board shall be held monthly, as needed. Meetings shall be noticed 72 hours in advance by mailing of the agenda, either electronically or by U.S. mail, to Directors. Section 10 – Special Meetings, Notice and Waiver Special meetings of the Board shall be held at the desire of the Chair or Secretary of the Corporation, or any four Directors. At least 72 hours written or oral notice of each such special meeting stating the time and place of the meeting shall be given to each Director. Neither the business to be transacted nor the purpose of any of the Board need be specified in the notice unless required by th e Bay-Laws. Section 11 – Quorum, Adjournment, and Manner of Acting A majority of the total number of voting members shall constitute a quorum for the transaction of business. The vote of a majority of the total number of Directors shall be the act of the Board, except as may be otherwise specifically provided by statute or these By-Laws. If all the voting members collectively consent in writing to any action to be taken by the Corporation, such action shall be as valid corporate action as thought it had been authorized at a meeting of the Board. The super majority consent of the Board shall be required for major route changes and schedule changes for the shuttle service of the San Leandro TMO. Attachment B