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reflect any new party obligations, as of the first day of the next fiscal year of the IRL Council. Once a new party is approved it will become a member of the IRL Council and appoint a Director on the Board of Directors with voting rights consistent with the other Parties. 5.8 Bylaws. The Board of Directors by 2/3's vote may create and adopt Bylaws or appropriate rules of procedure that incorporate by reference the Operating Procedures Manual described in Section 5.3 above, for the IRL Council to use in its governance and which will remain in effect unless modified by the Board of Directors. The Bylaws may be initially created and adopted at the same time or before execution of the administrative support agreement described in Section 5.3 above. ARTICLE 6 — MEETINGS, QUORUM AND VOTING 6.1 Board Meetings. The Board shall meet on a regular basis at such times and at such places as determined by the Board; provided, however, special meetings may be called by the chairperson and in his or her absence by the vice -chairperson. All meetings will be conducted in accordance with Section 286.011, Florida Statutes. 6.2 Quorum. A quorum for the transaction of business at any regular or special meeting of the Board of Directors or any committees will consist of a majority of the members of the Board of Directors or committee. Notwithstanding the foregoing, a majority of the members of the Board of Directors or any committee delegated decision-making authority present at a meeting may act to continue the meeting to any date or time specified in the action. 6.3 Voting. Each Director or member of any committee will be entitled to one vote. Voting by proxy is not allowed. All Board action will require a majority vote of the Board of Directors present at the meeting, with the exception of the following: (a) Amendments to this Agreement, including the addition of any additional parties to the Agreement, will require unanimous approval by all Parties. (b) Approval of Bylaws or appropriate rules of procedure will require a vote of 2/3rds of the Board of Directors present at the meeting. (c) Termination of this Agreement will require a vote of 2/3rds of the Parties, unless made in conjunction with the Sunset Review described in Section 3.2. (d) Approval of the final budget will require a vote of 2/3rds of the Board of Directors present at the meeting. 8