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<br />be liable personally on any Bond or be subject to any personal liability or accountability <br />by reason of the issuance of any Bonds. <br />7. Governing Board <br />a. The Board shall consist of the number of Delegates equal to one representative <br />from each Member. <br />b. The governing body of each Member shall appoint one of its Supervisors to <br />serve as a Delegate on the Board. A Member’s appointment of its Delegate shall be <br />delivered in writing (which may be by electronic mail) to the Authority and shall be <br />effective until he or she is replaced by such governing body or no longer a Supervisor; <br />any vacancy shall be filled by the governing body of the Member in the same manner <br />provided in this paragraph b. <br />c. The governing body of each Member of the Board shall appoint a Supervisor as <br />an alternate to serve on the Board in the absence of the Delegate; the alternate may <br />exercise all the rights and privileges of the Delegate, including the right to be counted in <br />constituting a quorum, to participate in the proceedings of the Board, and to vote upon <br />any and all matters. No alternate may have more than one vote at any meeting of the <br />Board, and any Member’s designation of an alternate shall be delivered in writing (which <br />may be by electronic mail) to the Authority and shall be effective until such alternate is <br />replaced by his or her governing body or is no longer a Supervisor, unless otherwise <br />specified in such appointment. Any vacancy shall be filled by the governing body of the <br />Member in the same manner provided in this paragraph c. <br />d. Any person who is not a member of the governing body of a Member and who <br />attends a meeting on behalf of such Member may not vote or be counted toward a <br />quorum but may, at the discretion of the Chair, participate in open meetings he or she <br />attends. <br />e. Each Associate Member may designate a non-voting representative to the <br />Board who may not be counted toward a quorum but who may attend open meetings, <br />propose agenda items and otherwise participate in Board Meetings. <br />f. Delegates shall not receive compensation for serving as Delegates, but may <br />claim and receive reimbursement for expenses actually incurred in connection with such <br />service pursuant to rules approved by the Board and subject to the availability of funds. <br />g. The Board shall have the power, by resolution, to the extent permitted by the <br />Act or any other applicable law, to exercise any powers of the Authority and to delegate <br />any of its functions to the Executive Committee or one or more Delegates, officers or <br />agents of the Authority, and to cause any authorized Delegate, officer or agent to take any <br />actions and execute any documents for and in the name and on behalf of the Board or the <br />Authority. <br />h. The Board may establish such committees as it deems necessary for any lawful <br />purpose; such committees are advisory only and may not act or purport to act on behalf of