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Attachment A BY LAWS OF EUCLID CREEK WATERSHED COUNCIL The Euclid Creek Watershed Council was organized informally, with the assistance of the Northeast Ohio Areawlde Coordinating Agency (NOACA), to address common environmental, storm water, and development concerns in the Euclid Creek watershed. ARTICLE I NAME AND PURPOSE Section 1. The name of the organization shall be the Euclid Creek Watershed Council Section 2. The Euclid Creek Watershed Council is organized 'to promote Intariurisdictional cooperation to addressing watershed Issues In the Euclid Creek watershed, including cooperation with the Euclid Creek Watershed Coordinator to develop a watershed plan for the Euclid Creek.' (Partnership Agreement (Exhibit A) found in the formal Memorandum of Understanding between the Euclid Creek Watershed Council and Cuyahoga Sod and Water Conservation District, ratified May 12. 200T ARTCILE II STEERING COMMITTEE Section 1: Membership. The affairs and business of the Council shad be managed by a Steering Committee, composed of the mayor of each city in the watershed or hislher official designee. The Watershed Coordinator will also be a member of the Steering Committee. Each mayor in the watershed will appoint an official designee, In writing, to the Watershed Council. Section 2: Election and Term of Office. The term of each Steering Committee member shall be for as long as he/she is serving htstar form of offFce. Section 3: The Steering Committee. The Steering Committee shad have all the powers and duties necessary or appropriate for the administration of the affairs of the Council. Section 4: Quorum. Except as otherwise provided by law or these By laws, a majority of the Steering Committee members of at least 213 of the voting members. who have been duly appointed at any given time and whose names and addresses have been recorded by the Secretary of the Council and who have not resigned shad be necessary to conatitutB a quorum for a meeting of the Steering C non thw provided, if at any meeting of the Steering Committee there sled be present less than a quorum, a majority of time present may adjourn the meeting 6om time to time without any notice other than by announcement at the meeting of the tine and place to which the meeting is adjourned unto a quorum shad attend. Section 5: Meetings. Regular meetings of the Steering Committee Shari be held on such sates and at such times and place within the State of Ohio as the Steering Committee may designate. There shall be at least three (3) Regular meetings per calendar year. A Special Meeting of the Steering Committee may be called by the Chair, Co -Chair, Secretary, or any three (3) Steering Committee members, on such date and at such time and place within the State of Ohio as shall be specified in the call thereof. Written notice of each meeting of the Steering Committee. whether regular or special. shall be given to each Steering Committee member by personal delivery or by mail or facsimile, or email at least one week before the time of such meeting. Notice of any meeting may be waived by any Steering Committee member behove or after the meeting by a signed writing and shad be deemed to be waived by any Steering Committee member who shad attend such meeting in person without prates ft. prior to or at the commencement of the meeting, the lack of proper notice. Any meeting of the Steering Committee member shall be a legal meeting without notice having been given if attended by all the members of the Steering Committee. &KN aeek waerow coma ey-Laws AdopOed by aomul 1/22/041 17