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These powers will be exercised in the manner provided by applicable law and as expressly set <br />forth in this Agreement. <br />7. Appointment of Administrating Member. <br />(a) ABAG is hereby appointed by the Members to execute the provisions of this <br />Agreement and implement programs undertaken by ABAG POWER. The <br />Members acknowledge that this designation may cause potential conflicts of <br />interest to arise and waive any liability on the part of ABAG arising out of any <br />such conflict of interest. ABAG may not be removed as the administrating <br />Member except by reason of its fraud, gross negligence or gross <br />mismanagement or by a vote of two-thirds (2/3) of the authorized directors of <br />the Board. <br />(b) ABAG POWER will compensate ABAG for services rendered. <br />8. Board of Directors. <br />(a) Directors and Alternates. The Board is comprised of one director and, in a <br />director's absence, an alternate director from each member. Each Member will <br />appoint one director and one alternate. A director and/or alternate director may <br />be, but is not required to be, an elected official of the Member. <br />(b) Term. Directors serve a term of five (5) years unless removed earlier by the <br />appointing Member. Directors may serve any number of terms. <br />(c) Compensation. Directors and alternate directors are not entitled to <br />compensation. The Board may authorize reimbursement of expenses incurred <br />by directors or alternate directors. <br />(d) Delegation of Powers. The Board is, pursuant to Section 9(b), required to <br />delegate certain powers to specified committees and may delegate other powers <br />to committees but may not delegate the power to dismiss ABAG or amend the <br />Bylaws. <br />9. Committees. All directors are eligible for appointment to a committee. <br />(a) Executive Committee. The Board may create an Executive Committee as set <br />forth in the Bylaws. <br />(b) Program Committees. The Board hereby delegates the power to oversee <br />implementation of a program to a Program Committee as set forth in the <br />Bylaws, provided each such director represents a Member which is participating <br />in the Program. <br />(c) Other Committees. The Board may create other committees as set forth in the <br />Bylaws. <br />10. Officers and Employees <br />(a) The officers of ABAG POWER are the Chair, Vice-Chair, President, Chief Financial <br />Officer/Treasurer and Secretary. <br />(b) The Chair and Vice-Chair are directors elected or appointed by the Board at its <br />first meeting. The term of office for Chair and Vice-Chair is one year beginning <br />January 1. The President, Secretary and Chief Financial Officer/Treasurer serve <br />as set forth in the Bylaws. The duties of the officers are described in the Bylaws. <br />The Chair and Vice Chair assume their office upon election. -The President, Chief <br />Financial Officer/Treasurersnd Secretary assume the duties of their offices upon <br />Wind Up Agreement -Attachment AAttachment A <br />