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Notwithstanding the foregoing, the following actions require unanimous approval <br />of the entire membership of the Commission: <br />1. Amendment of this Agreement; <br />2. Termination during the Term; <br />3. Approval of modifications to, or extension of, the Master Agreement <br />between the Livermore-Amador Valley Water Management Agency <br />("LAVWMA") and the Authority, dated April 26, 2007; <br />4. Approval of any agreement that would result in the utilization of the <br />Facilities to dispose of brine pursuant to Section 23(b)(1); <br />5. Changes to the ownership of Authority Facilities; and <br />6. Approval of the Authority Policies and Procedures regarding purchasing <br />and brine. <br />(3) Other Actions <br />For the purpose of Commission actions related to effluent violations addressed in <br />Section 16(b), the unanimous vote requirement will not include the violating Agency(ies) and the <br />commissioner from the violating Agency(ies) will not be permitted a vote. <br />(d) Principal Office <br />The principal office of the Authority will be located within the boundaries of the <br />Authority and will be established by the Commission. The Commission is hereby granted full <br />power and authority to change said principal office from one location to another, provided at <br />least fifteen days' notice is given to each Agency, the Regional Water Quality Control Board and <br />to such agencies or offices as required by law. <br />(e) Officers <br />The Authority will have the following officers: Chair, Vice -Chair, General Manager, <br />Treasurer, and Auditor (the positions of Treasurer and Auditor may be held by a single <br />individual). The members of the Commission will select from the Commission a Chair and Vice - <br />Chair who will hold office for a period of one year, commencing July 1 of each and every Fiscal <br />Year; provided, however, that in the event that an Agency removes from the Commission a <br />member serving as an officer or an officer resigns his or her position, the Commission will select <br />-9- <br />15966623.2 <br />