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Section 3g: Attendance It is expected that Governance Committee members will attend all meetings in person. If a Governance Committee member cannot attend a Committee meeting,the member may make advance arrangements with the NC Cardinal Program Manager and the hosting site to participate electronically, by conference call or other technology. Governance Committee members will not send a representative to the meeting as a substitution. If a Governance Committee member cannot actively participate in more than two(2)consecutive meetings,the member may be replaced for the duration of their term by appointment of the other members of the Governance Committee. Section 3h: Powers and Authority The Governance Committee shall provide counsel and support to the State Library of North Carolina and Member Libraries in the operation of NC Cardinal by: 1. recommending policy; 2. monitoring current research and trends to determine the best practices; 3. communicating to the entire membership;and 4. reviewing and discussing recommendations from other NC Cardinal Committees and providing a final recommendation. Topics may cover a wide range of subjects, including information technology,vendor purchases, upgrades,enhancements,support,membership costs,and budget considerations. NC Cardinal Member Libraries will act upon recommendations approved by the Governance Committee. Section 3i: Voting Only Governance Committee members may vote at a Governance Committee meeting. Each Governance Committee member has one(1)vote.This vote must be cast in person. Proxy representation and proxy voting are not allowed. If an elected member cannot attend a Committee meeting,the member has the option of making advance arrangements with the NC Cardinal Program Manager to participate via technology,or forfeit the right to vote at the meeting.A two-thirds (2/3) majority vote among Governance Committee members is required to pass a policy or recommendation. Section 3j: Non-voting Members The NC Cardinal Program Manager shall be a non-voting member. Section 3k: Appeal Process A Member Library(ies)may request reconsideration of a decision made by the NC Cardinal Governance Committee.A written request for reconsideration must be submitted within fourteen (14)days of the Committee decision.The appeal must include a justification for submitting the request for reconsideration,with supporting facts, and be signed by the submitting Member Library(ies).The Governance Committee will review the request for reconsideration within fourteen(14)days of submission.A written notice of action and/or decision will be distributed by the Governance Committee to the appealing Member Library(ies). NC Cardinal Memorandum of Agreement 2020-2021 Attachment A:NC Cardinal Bylaws Page 5