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E. APPROVAL OF BUDGET - At its annual meeting or at such meeting • of the Board as may be otherwise designated in the By-laws, the Board shall review an operating budget for the Academy for the ensuing fiscal year. Approval of the budget will occur during the next quarterly meeting or at such meeting of the Board as may be otherwise designated in the By -Laws. F. VOTING RIGHTS OF DIRECTORS — Each Director that represents a criminal justice agency operated by a Charter Member shall be entitled to vote on matters before the Board. All action of the Board shall be by majority vote of all Directors present and voting, so long as a quorum exists, and each Director shall have votes equivalent to the authorized strength of his or her agency. "Authorized strength" means the number of personnel eligible for criminal justice training based on the figures reported by the agency during the Academy's most recent annual manpower survey. Any action by the Academy requires a majority vote of the votes represented by the Directors present and voting unless otherwise specified in this Charter or in the By -Laws. Voting by proxy shall be permitted only when such proxy is authorized in writing to the Chairman of the Board or his or her designee prior to the commencement of the meeting. All proxy calls will be maintained by the Academy as a part of the official minutes. A vote by a Director shall at no time be deemed or otherwise construed to constitute a commitment, endorsement or other obligation (official or unofficial) of his or her governmental unit. • G. QUORUM - At any regular or special meeting of the Board, a quorum shall consist of such number of Directors present with votes equivalent to no less than one-half of the authorized strength of all criminal justice agencies operated by Charter Members, plus one vote. H. LIABILITY AND IMMUNITY — Pursuant to Virginia Code § 15.2- 1753 (1950, as amended), no Director shall be personally liable for any indebtedness, obligation or other liability of the Academy, barring willful misconduct, and pursuant to Virginia Code § 15.2-1752 Directors of the Academy shall have the same immunity as members of county boards of supervisors. I. ADDITIONAL TERMS AND PROVISIONS — Consistent with the Code and this Charter, the By-laws of the Academy may set forth additional terms and provisions concerning the Board, officers of the Academy, standing or special committees, and other matters as may be convenient or necessary for the conduct of the business and affairs of the Academy. SECTION 6: EXECUTIVE COMMITTEE A. POWERS OF THE EXECUTIVE COMMITTEE — To provide for the efficient and effective operation of the Academy, and subject to all applicable provisions of the By-laws, the Executive Committee shall have authority to carry • out all functions of the Academy on behalf of the Board. The authority of the Page 3 of 6