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ARTICLE 5 — DEBTS AND LIABILITIES <br />5.1. The debts, liabilities and obligations of ABAG POWER will not be the debts, <br />liabilities or obligations of any or all of the Members. However, nothing in this section or <br />the JPA : <br />5.1.1. prevents a Member or Members from agreeing, in a separate <br />agreement, to be jointly and/or severally liable, in whole or in part, for any debt, obligation <br />or liability of ABAG POWER, including but not limited to, any bond or other debt <br />instrument issued by ABAG POWER, or <br />5.1.2. impairs the ability of any Member to undertake the responsibility <br />described in subsection 5.1.1 of this section. <br />ARTICLE 6 — DIRECTORS <br />6.1. Powers. <br />6.1.1. General Powers. Subject to the provisions of these Bylaws and the <br />JPA, the business and affairs of ABAG POWER will be managed, and all powers will be <br />exercised, under the policy direction of the Board. <br />6.1.2. Specific Powers. Without prejudice to these general powers, the <br />Board also has the power to borrow money and incur indebtedness on behalf of ABAG <br />POWER and cause to be executed and delivered for ABAG POWER's purposes, in ABAG <br />POWER's name, promissory notes, bonds, deeds of trust, mortgages, pledges, <br />hypothecations, and other evidences of debt and securities and certificates of participation. <br />6.1.3. P.� Guidelines. The Board also has the power to establish <br />guidelines for the types of Programs to be undertaken by ABAG POWER. <br />6.2. Directors and Alternates. Each Member will appoint a director, and may <br />appoint an alternate director to the Board. The director and/or the alternate may be an <br />elected official. <br />6.3. Vacancies. <br />6.3.1. Vacancies. Vacancies in directors' position will be filled as <br />provided in Section 6.2. <br />6.3.2. Events Causing Vacancy. A vacancy on the Board exists on the <br />occurrence of the following: (i) the death of any director; (ii) the removal, dismissal or <br />resignation of a director from the position he/she held with the Member at the time he/she <br />became a director; (iii) the declaration by resolution of the Board of a vacancy of the office <br />of a director who has been declared of unsound mind by an order of court or convicted of a <br />felony; or (iv) written notice to the Secretary from the appointing Member stating that the <br />ABAG POWER Bylaws <br />