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November 7, <br />2016 Agreement <br />-9- <br /> <br />from a Board meeting. The person appointed and designated as the <br />regular Director shall be a member of the governing body of the Party. <br />The person appointed and designated as the alternate Director shall also be <br />a member of the governing body of the Party. <br />4.2.2 The Board shall also include one non-voting ex officio member as defined <br />in Section 1.1.13 (“Ex Officio Board Member”). The Chair of the <br />Community Advisory Committee, as described in Section 4.9 below, shall <br />serve as the Ex Officio Board Member. The Vice Chair of the Community <br />Advisory Committee shall serve as an alternate Ex Officio Board Member <br />when the regular Ex Officio Board Member is absent from a Board <br />meeting. <br />4.2.3 The Operating Rules and Regulations, to be developed and approved by <br />the Board in accordance with Section 2.5.12 may include rules regarding <br />Directors, such as meeting attendance requirements. No Party shall be <br />deprived of its right to seat a Director on the Board. <br />4.3 Terms of Office. Each regular and alternate Director shall serve at the pleasure <br />of the governing body of the Party that the Director represents, and may be removed as Director <br />by such governing body at any time. If at any time a vacancy occurs on the Board, a <br />replacement shall be appointed to fill the position of the previous Director in accordance with the <br />provisions of Section 4.2 within 90 days of the date that such position becomes vacant. <br />4.4 Quorum. A majority of the Directors of the entire Board shall constitute a <br />quorum, except that less than a quorum may adjourn a meeting from time to time in accordance <br />with law. <br />4.5 Powers and Function of the Board. The Board shall conduct or authorize to be <br />conducted all business and activities of the Authority, consistent with this Agreement, the <br />Authority Documents, the Operating Rules and Regulations, and applicable law. Board approval <br />shall be required for any of the following actions, which are defined as “Essential Functions”: <br />4.5.1 The issuance of bonds or any other financing even if program revenues are <br />expected to pay for such financing. <br />4.5.2 The hiring of a Chief Executive Officer and General Counsel. <br />4.5.3 The appointment or removal of an officer. <br />4.5.4 The adoption of the Annual Budget. <br />4.5.5 The adoption of an ordinance. <br />4.5.6 The initiation of resolution of claims and litigation where the Authority <br />will be the defendant, plaintiff, petitioner, respondent, cross complainant <br />or cross petitioner, or intervenor; provided, however, that the Chief <br />Executive Officer or General Counsel, on behalf of the Authority, may