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and records of all financial matters; invoice Coalition Members for the annual fee, and carry out such other duties as may be assigned by the Chair of the Coalition. Section 4.6. Vacancies. In the event of a vacancy in the office of the Chair, the Vice-Chair shall automatically become the successor and serve the balance of the term. Vacancies occurring in the offices of Vice Chair, Secretary or Treasurer shall be filled for the balance of the term by the Coalition at the next meeting of the Coalition. ARTICLE V COMMITTEES Section 5.1 Executive Committee. The Stormwater Coalition Executive Committee shall consist of seven Coalition Members including the Chair, Vice Chair, Secretary and Treasurer, one Village member, one Town member, and one agency or special district member. Members of the Executive Committee shall be elected at a regularly scheduled Stormwater Coalition meeting or the Annual Meeting. Members of the Executive Committee shall serve one year terms. The Executive Committee shall meet a minimum of two times per year at a date and time established by the Chair. The meetings shall be open for attendance by any interested Stormwater Coalition Member. The Executive Committee shall act on behalf of the Coalition between scheduled meetings based upon decisions by the full Coalition; act on tasks delegated by the full Coalition; make recommendations to the full Coalition regarding the work plan, projects, fees and disbursement of funds toward the purposes of the Coalition. Recommendations of the Executive Committee shall be based upon a majority of those members present at the meeting. Section 5.2. Ad Hoc Committees. The Chair shall establish such ad hoc committees or subcommittees as the Coalition deems necessary to promote the purpose and carry on the work of the Coalition. Section 5.3 Appointment of Committee Members. The members of each committee or subcommittee and the chair thereof shall be designated by the Chair. Section 5.4 Ex Officio Membership. The Chair shall be an ex officio non-voting member of all committees or subcommittees created pursuant to these By-Laws. ARTICLE VI Section 6.1 Audit. Page 5 of 6