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shall preside at all meetings of the Board, except that in the absence of the Chair, the Vice-Chair or another Member of the Board shall preside. Vacancies in such offices may be filled by the Board at any meeting. (d) Quorum for the Board. A majority of board members shall constitute a quorum for any Board meeting. The size of a quorum may be increased or decreased in accordance with the Bylaws. (e) Actions by the Board: All matters for action by the Board may be adopted upon the affirmative vote of Board members voting at a meeting where a quorum is present, or otherwise as may be specified in this Agreement or in the Bylaws. (f) Quorum for Members. The lesser of (i) a simple majority of the Members or (ii) eight Members shall constitute a quorum for any meeting of the Members. The size of a quorum may be increased or decreased in accordance with the Bylaws. (g) Bylaws. The initial Bylaws are set forth in Schedule B to this Agreement. The Bylaws may be amended upon the affirmative vote of two-thirds of all the Board members or upon the affirmative vote of two-thirds of all the Members. 5. Budget of the Association. (a) The Board shall establish a budget for VEPGA with funding by the Members based upon a pro rata share of the budget or, if applicable and approved by the Board, a minimum membership fee. Such pro rata shares and minimum fees shall be assessed on an annual basis except that, under extraordinary and unanticipated circumstances, the Board may assess a pro rata share and minimum fee more than once a year. The pro rata share will be based upon each Member's energy consumption or upon such other equitable method of funding as may be determined from time to time by the Board. -5-