Agmt 2004 ABAG Power - Laserfiche WebLink

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18. ExpulsionlSuspension ABAG POWER may expel or suspend a Member by atwo-thirds (2/3) vote of the Board for a breach of this Agreement or the Bylaws determined by the Board to be a material breach. The procedures for hearing and notice of expulsion of a Member are provided in the Bylaws. 19. Termination and Distribution. (a) This Agreement continues until terminated. However, it cannot be terminated until such time as all principal of and interest on bonds and other forms of indebtedness issued by ABAG POWER are paid in full. Thereafter, this Agreement may be terminated by the written consent of two-thirds (2/3) of the Members; provided, however, that this Agreement and ABAG POWER continue to exist after termination for the purpose of disposing of all claims, distribution or assets and all .other functions necessary to conclude the obligations and affairs of ABAG POWER. (b) After completion of ABAG POWER's purposes, any surplus money on deposit in any fund or account of ABAG POWER will be returned as required by law. The Board is vested with all powers of ABAG POWER for the purpose of concluding and dissolving the business affairs of ABAG POWER. 20. Notices. Notice to each Member under this Agreement is sufficient if mailed to the Member and separately to the Member's Director to their respective addresses on file with ABAG POWER. 21. Prohibition Against Assignment. No Member may assign a right, claim, or. interest it may have under this Agreement. No creditor, assignee or third party beneficiary of a Member has a right, claim or title to any part, share, interest, fund or asset of ABAG POWER. However, nothing in this section prevents ABAG POWER from assigning any interest or right it may have under this Agreement to a third party. 22. Amendments. This Agreement may be amended by an affirmative vote of the governing bodies of [three-fourths (3/4)] of the Members acting through their governing bodies. A proposed amendment must be submitted to each Member at least thirty (30) days in advance of the date when the Member considers it. An amendment is to be effective immediately unless otherwise designated. Appendix A to the Agreement may be amended to correctly list current Members without separate action by the Members or the Board. 23. Severability. If a portion, term, condition or provision of this Agreement is determined by a court to be illegal or in conflict with a law of the State of California, or is otherwise rendered unenforceable or ineffectual, the validity of the remaining portions, terms, conditions and provisions is not affected. 24. Liability of ABAG POWER. Subject to limitations thereon contained in any trust agreement or other documents pursuant to which financing of ABAG POWER are implemented, funds of ABAG POWER may be used to defend, indemnify, and hold harmless ABAG POWER, any Member, any Director or alternate, and any employee or officer of ABAG POWER for their actions taken within the scope of their duties while acting on behalf of ABAG POWER. 25. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. 26. Counterparts. This Agreement may be executed in several counterparts, each of which is an original and all of which constitutes but one and the same instrument. Wind Up Agreement -Attachment AAttachment A