EAST BAY COMMUNITY ENERGY AUTHORITY

intervene in,become party to,or file comments with respect to any proceeding pending at the California Public Utilities Commission,the Federal Energy Regulatory Commission,or any other administrative agency,without approval of the Board. The Board shall adopt Operating Rules and Regulations governing the Chief Executive Officer and General Counsel's exercise of authority under this Section 4.5.6. 4.5.7 The setting of rates for power sold by the Authority and the setting of charges for any other category of service provided by the Authority. 4.5.8 Termination of the CCA Program. 4.6 Executive Committee. The Board shall establish an Executive Committee consisting of a smaller munber of Directors. The Board may delegate to the Executive Committee such authority as the Board might otherwise exercise,subject to limitations placed on the Board's authority to delegate certain Essential Functions,as described in Section 4.5 and the Operating Rules and Regulations. The Board may not delegate to the Executive Committee or any other committee its authority under Section 2.5.12 to adopt and amend the Operating Rules and Regulations or its Essential Functions listed in Section-4.5. After the Executive Committee meets or otherwise takes action,it shall,as soon as practicable,make a report of its activities at a meeting of the Board. 4.7 Director Compensation. Directors shall receive a stipend of$100 per meeting, as adjusted to account for inflation,as provided for in the Authority's Operating Rules and Regulations. 4.8 Commks—lem&Boards and n ttees. The Board may establish any advisory commissions,boards and committees as the Board deems appropriate to assist the Board in carrying out its fimctions and implementing the CCA Program,other energy programs and the provisions of this Agreement. The Board may establish rules,regulations,policies,bylaws or procedures to govern any such commissions,boards,or committees and shall determine whether members shall be compensated or entitled to reimbursement for expenses. 49 Community Advisory Committee. The Board shall establish a Community Advisory Committee consisting of nine members, none of whom may be voting members of the Board. The function of the Community Advisory Committee shall be to advise the Board of Directors on all subjects related to the operation of the CCA Program as set forth in a work plan adopted by the Board of Directors from time to time,with the exception of personnel and litigation decisions. The Community Advisory Committee is advisory only,and shall not have decision-making authority,or receive any delegation of authority from the Board of Directors. The Board shall publicize the opportunity to serve on the Community Advisory Committee,and shall appoint members of the Community Advisory Committee from those individuals expressing interest in serving,and who represent a diverse doss-section of interests, skill sets and geographic regions. Members of the Community Advisory Committee shall serve staggered four-year terms{the first term of three of the members shall be two years,and four years December 1,2016 -10-