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and Regulations. in the event that any one Director has a voting share that equals or exceeds that which is necessary to disapprove the matter being voted on by the Board, at least one other Director shall be required to vote in the negative in order to disapprove such matter. When a voting shares vote is held, action by the Board requires both an affirmative Percentage Vote and an affirmative Voting Shares Vote. Notwithstanding the foregoing, in the event of a tie in the Percentage Vote, an action maybe approved on an affirmative Voting Shares Vote. When a supermajority vote is required by this Agreement or the Operating Rules and Regulations, the supermajority vote is subject to the Voting Share Vote provisions of this Section 4.12.2, and the specified supermajority of all Voting Shares is required for approval of the action, if the provision of this Section 4.12.2 are triggered. 4.13 Meetines and Sbecial Meetings of the Board. The Board shall hold at least four regular meetings per yeaz, but the Board may provide for the holding of regular meetings at more frequent intervals. The date, hour and place of each regular meeting shall be fixed by resolution or ordinance of the Board. Regular meetings maybe adjourned to another meeting time. Special and Emergency meetings of the Board maybe called in accordance with the provisions of California Government Code Section 54956 and 54956.5. Directors may participate in meetings telephonically, with full voting rights, only to the extent pernutted bylaw. 4.14 Officers. 4.14.1 Chair and Vice Chair. At the first meeting held by the Board in each calendaz year, the Directors shall elect, from among themselves, a Chaix, who shall be the presiding officer of all Board meetings, and a Vice Chair, who shall serve in the absence of the Chair, The Chair and Vice Chair shall hold office for one year and serve no more than two consecutive terms, however, the total number of terms a Director may serve as Chair or Vice Chair is not limited. The office of either the Chair or Vice Chair shall be declared vacant and the Board shall make a new selection if (a) the person serving dies, resigns, or ceases to be a member of the governing body of the Party that the person represents; (b) the Party that the person represents removes the person as its representative an the Board, or (c) the Party that he or she represents withdraws from the Authority pursuant to the provisions of flus Agreement. 4.14.2 Secretary. The Board shall appoint a Secretary, who need not be a member of the Board., who shall be responsible for keeping the minutes of all meetings of the Board and all other official records of the Authority. 4.14.3 Treasurer and Auditor. The Board shall appoint a qualified person to act as the Treasurer and a qualified person to act as the Auditor, neither of whom needs to be a member of the Board. The same person may not simultaneously hold both the office of Treasurer and the office of the Auditor of the Authority. Unless otherwise exempted from such December 1, 201b _12_