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... -, directcr1 provided, however, that each director shall have at least one vote. For the fXlqoses of this section, population of a governmental unit shall be that J;XPJlation determined plI'suant to the provisions of Minnesota Statutes Section 275.53. Prior to Decerrber 31 of each year, the Secretary of the comnission shall determine the pcpulation of each member in accordance with this section and certify the results to the Chairman. Three years after the incep- tion of the Cannission, or after the second annual report of the number of subscr ibers to the cable system, whichever is sooner, the voting structure of the Comnission may be reoonsti tuted to represent one vote per director based upon the number of subscribers or a fraction thereof of the municipality repre- sented by the director, said mmber to be determined by amendment to this agreement1 provided, hCMever, that each director shall have at least one vote. Section 2. A director shall be appointed by resolution of the Council of each member. A director shall serve until a successor is appointed and qualifies. Directors shall serve without canpensation fran the Carmission. Section 3. Each member shall appoint at least one alternate director. The COmmission, in its By-laws, may prescribe the extent of an alternate's powers and duties. Section 4. A vacancy in the office of director will exist for any of the reasons set forth in Minnesota Statutes Section 351.02, or upon a revocation of a director's aJ::P:>intment duly filed by a member with the Carmission. Vacancies shall be filled by appointment for the unexpired p:>rtion of the term of director by the oouncil of the member whose position on the Board is vacant. Section 5. There shall be no voting by proxy, but all votes must be cast by the director or the duly authorized alternate at a Camlissionrneeting. Section 6. The presence of five directors representing a majority of the total authorized votes of all directors shall constitute a quorum, but a smaller number may adjourn fran time to time. -3-