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(1) Voting Each Board Member shall have one vote The Board of Directors may take action by the affirmative vote of the majority of the entire Board of Directors Impasse matters may be referred to the City Councils as provided for in Subsection 5(A)(7)(b) (2) Meetings The Board of Directors shall hold at least two meetings annually and such additional meetings as may be noticed by the Joint Executive Directors Meetings shall be held at the Authonty's principal office unless the Joint Executive Directors identify an alternative location in the meeting notice (a) Quorum A majority of the Board Members shall constitute a quorum for the Board of Directors to transact business, except that less than a quorum may adjourn meetings from time-to-time (b) Legal Notice. All Board of Directors meetings shall be called, noticed, held, and conducted subject to the provisions of the Ralph M Brown Act(Chapter 9 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (sections 54950-54961)) or any successor legislation hereinafter enacted (c) Minutes. The Secretary shall keep, and the Board of Directors shall approve, the minutes for all Board of Director meetings The minutes shall be retained as provided for in Section 4(K).Within 30 days of a Board of Directors meeting,the Secretary shall deliver draft minutes to each Board Member and to each member of the City Councils for Livermore and Pleasanton. (3) Budgeting The Board of Directors shall annually consider the following for the Authority' budget, Cost Allocation Plan, Cost Sharing Plan, Real Property Schedule, Vehicle and Equipment Schedule, service goals, and service performance standards prepared by the Fire Chief and recommended by the Joint Executive Directors If the Board recommends any or all of these items, the items shall be referred to the City Councils for Livermore and Pleasanton for consideration and approval. The budget, plans, and schedules for the Authority must be approved by a Council majority for both Livermore and Pleasanton. (4) Labor Agreements. As may be necessary, the Board of Directors shall consider any labor relations agreements for any personnel assigned to the Authority. The labor negotiators for the Authority shall be the Joint Executive Directors or their designees For meet-and-confer purposes, the City Councils for Livermore and Pleasanton shall, as provided in Government Code section 54957 6, be authorized to meet in a joint closed session or separately to instruct the Board of Directors and the Authority's negotiators The Board of Directors and the Authority's negotiators shall negotiate with "Exclusively Recognized Employee Organizations " After the Authority's negotiators and the "Exclusively Recognized Employee Organizations" have reached a tentative agreement, the Board of Directors shall request approval of the tentative agreement by the City Councils for Livermore and Pleasanton, which shall meet separately or jointly to confirm or reject the tentative agreement AMENDED AND RESTATED AGREEMENT FOR THE LIVERMORE-PLEASANTON FIRE DEPARTMENT JOINT POWERS AUTHORITY Page 9