EAST BAY COMMUNITY ENERGY AUTHORITY

2•8 Complince w the Brown Act. The Authority and its officers and employees shall comply with the provisions of the Ralph M.Brown Act,Government Code Section 54950 et seq. 2.9 Compliance with the Political Reform Act and Government Code Section Lqft The Authority and its officers and employees shall comply with the Political Reform Act (Government Code Section 81000 et seq.)and Government Code Section 1090 et seq,and shall adopt a Conflict of Interest Code pursuant to Government Code Section 87300. The Board of Directors may adopt additional conflict of interest regulations in the Operating Rules and Regulations. ARTICLE 3 AUTHORITY PARTICIPATION 3.1 Addition of Parties. Subject to Section 2.2,relating to certain rights.of Initial Participants,other incorporated municipalities and counties may become Parties upon(a)the adoption of a resolution by the governing body of such incorporated municipality or county requesting that the incorporated municipality or county,as the case may be,become a member of the Authority, (b)the adoption by an affirmative vote of a majority of all Directors of the entire Board satisfying the requirements described in Section 4.12,of a resolution authorizing membership of the additional incorporated municipality or county,specifying the membership payment,if any,to be made by the additional incorporated municipality or county to reflect its pro rata share of organizational,planning and other pre-existing expenditures,and describing additional conditions,if any,associated with membership,(c)the adoption of an ordinance required by Public Utilities Code Section 366.2(c)(12)and execution of this Agreement and other necessary program agreements by the incorporated municipality or county,(d)payment of the membership fee,if any,and(e)satisfaction of any conditions established by the Board. 3.2 Continnina Participation. The Parties acknowledge that membership in the Authority may change by the addition and/or withdrawal or termination of Parties. The Parties agree to participate with such other Parties as may later be added,as described in Section 3.1. The Parties also agree that the withdrawal or termination of a Party shall not affect this Agreement or the remaining parties' continuing obligations under this Agreement. ARTICLE 4 GOVERNANCE AND PMRNAL ORGANIZATION 4.1 Board of Directors. The governing body of the Authority shall be a Board of Directors{"Board")consisting of one director for each Party appointed in accordance with Section 4.2. 4.2 Appointment of Directors. The Directors shall be appointed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent December 1,2016 -8.