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November 7, <br />2016 Agreement <br />-8- <br /> <br />2.8 Compliance with the Brown Act. The Authority and its officers and employees <br />shall comply with the provisions of the Ralph M. Brown Act, Government Code Section 54950 <br />et seq. <br />2.9 Compliance with the Political Reform Act and Government Code Section <br />1090. The Authority and its officers and employees shall comply with the Political Reform Act <br />(Government Code Section 81000 et seq.) and Government Code Section 1090 et seq, and shall <br />adopt a Conflict of Interest Code pursuant to Government Code Section 87300. The Board of <br />Directors may adopt additional conflict of interest regulations in the Operating Rules and <br />Regulations. <br />ARTICLE 3 <br />AUTHORITY PARTICIPATION <br />3.1 Addition of Parties. Subject to Section 2.2, relating to certain rights of Initial <br />Participants, other incorporated municipalities and counties may become Parties upon (a) the <br />adoption of a resolution by the governing body of such incorporated municipality or county <br />requesting that the incorporated municipality or county, as the case may be, become a member of <br />the Authority, (b) the adoption by an affirmative vote of a majority of all Directors of the entire <br />Board satisfying the requirements described in Section 4.12, of a resolution authorizing <br />membership of the additional incorporated municipality or county, specifying the membership <br />payment, if any, to be made by the additional incorporated municipality or county to reflect its <br />pro rata share of organizational, planning and other pre-existing expenditures, and describing <br />additional conditions, if any, associated with membership, (c) the adoption of an ordinance <br />required by Public Utilities Code Section 366.2(c)(12) and execution of this Agreement and <br />other necessary program agreements by the incorporated municipality or county, (d) payment of <br />the membership fee, if any, and (e) satisfaction of any conditions established by the Board. <br />3.2 Continuing Participation. The Parties acknowledge that membership in the <br />Authority may change by the addition and/or withdrawal or termination of Parties. The Parties <br />agree to participate with such other Parties as may later be added, as described in Section 3.1. <br />The Parties also agree that the withdrawal or termination of a Party shall not affect this <br />Agreement or the remaining Parties’ continuing obligations under this Agreement. <br />ARTICLE 4 <br />GOVERNANCE AND INTERNAL ORGANIZATION <br />4.1 Board of Directors. The governing body of the Authority shall be a Board of <br />Directors (“Board”) consisting of one director for each Party appointed in accordance with <br />Section 4.2. <br />4.2 Appointment of Directors. The Directors shall be appointed as follows: <br />4.2.1 The governing body of each Party shall appoint and designate in writing <br />one regular Director who shall be authorized to act for and on behalf of the <br />Party on matters within the powers of the Authority. The governing body <br />of each Party also shall appoint and designate in writing one alternate <br />Director who may vote on matters when the regular Director is absent