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JPA, CSAC-EIA Amended: February 28, 2006 <br /> Page 6 of 21 <br /> A majority of the membership of the Board shall constitute a quorum for the transaction of <br />business. Each member of the Board shall have one vote. Except as otherwise provided in this <br />Agreement or any other duly executed agreement of the members, all actions of the Board shall require <br />the affirmative vote of a majority of the members; provided, that any action which is restricted in effect to <br />one of the Authority's insurance programs, shall require the affirmative vote of a majority of those Board <br />members who represent counties and public entities participating in that program. For purposes of an <br />insurance program vote, to the extent there are public entity members participating in a program, the <br />public entity Board members as a whole shall have a minimum of one vote. The public entity Board <br />members may in no event cast more votes than would constitute 20% of the number of total county <br />members in that program (subject to the one vote minimum). Should the number of public entity Board <br />votes authorized herein be less than the number of public entity Board members at a duly noticed <br />meeting, the public entity Board members shall decide among themselves which Board member shall <br />vote. Should they be unable to decide, the President of the Authority shall determine which director(s) <br />shall vote. <br /> <br /> <br />ARTICLE 8 <br />POWERS OF THE BOARD OF DIRECTORS <br /> <br /> The Board of Directors shall have the following powers and functions: <br /> (a) The Board shall exercise all powers and conduct all business of the Authority, either <br />directly or by delegation to other bodies or persons unless otherwise prohibited by this Agreement, or any <br />other duly executed agreement of the members or by law. <br /> (b) The Board of Directors may adopt such resolutions as deemed necessary in the exercise <br />of those powers and duties set forth herein. <br /> (c) The Board shall form an Executive Committee, as provided in Article 11. The Board may <br />delegate to the Executive Committee and the Executive Committee may discharge any powers or duties <br />of the Board except adoption of the Authority's annual budget. The powers and duties so delegated shall <br />be specified in resolutions adopted by the Board. <br /> (d) The Board may form, as provided in Article 12, such other committees as it deems <br />appropriate to conduct the business of the Authority. The membership of any such other committee may <br />consist in whole or in part of persons who are not members of the Board; provided that the Board may <br />delegate its powers and duties only to a committee of the Board composed of a majority of Board <br />members and/or alternate members. Any committee which is not composed of a majority of Board <br />members and/or alternate members may function only in an advisory capacity. <br /> (e) The Board shall elect the officers of the Authority and shall appoint or employ necessary <br />staff in accordance with Article 13. <br /> (f) The Board shall cause to be prepared, and shall review, modify as necessary, and adopt <br />the annual operating budget of the Authority. Adoption of the budget may not be delegated.