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Board of Directors. <br />(a) Directors and Alternates. The Board is comprised of one director and, in a <br />director's absence, an alternate director. Each Member will appoint one director <br />and one alternate. A director and/or alternate director may be, but is not required <br />to be, an elected official of the Member. <br />(b) Term. Directors serve a term of five (5) years unless removed earlier by the <br />appointing Member. Directors may serve any number of terms. <br />(c) Compensation. Directors and alternate directors are not entitled to compensation. <br />The Board may authorize reimbursement of expenses incurred by directors or <br />alternate directors. <br />(d) Delegation of Powers. The Board is, pursuant to Section 9(b), required to <br />delegate certain powers to specified committees and may delegate other powers to <br />committees but may not delegate the power to dismiss ABAG or amend the <br />Bylaws. <br />9. Committees. All directors are eligible for appointment to a committee. <br />(a) Executive Committee. The Board may create an Executive Committee as set forth <br />in the Bylaws. <br />(b) Program Committees. The Board hereby delegates the power to oversee <br />implementation of a program to a Program Committee as set forth in the Bylaws, <br />provided each such director represents a Member which is participating in the <br />Program. <br />(c) Other Committees. The Board may create other committees as set forth in the <br />Bylaws. <br />10. Officers and Employees. <br />(a) The officers of ABAG POWER are the Chair, Vice -Chair, President, Chief <br />Financial Officer/Treasurer and Secretary. <br />(b) The Chair and Vice -Chair are directors elected or appointed by the Board at its <br />first meeting. The term of office for Chair and Vice -Chair is one year beginning <br />January 1. The President, Secretary and Chief Financial Officer/Treasurer serve as <br />set forth in the Bylaws. The duties of the officers are described in the Bylaws. <br />The Chair and Vice Chair assume their office upon election. The President, Chief <br />Financial Officer/Treasurer and Secretary assume the duties of their offices upon <br />formation of ABAG POWER. If either the Chair or Vice -Chair ceases to be a <br />4 ABAG POWER JPA <br />