Agmt 2004 ABAG Power - Laserfiche WebLink

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