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from a Board meeting. The person appointed and designated as the <br /> regular Director shall be a member of the governing body of the Party. <br /> The person appointed and designated as the alternate Director shall also be <br /> a member of the governing body of the Party. <br /> 4.2.2 The Board shall also include one non-voting ex officio member as defined <br /> in Section 1.1.13 ("Ex Officio Board Member"). The Chair of the <br /> Community Advisory Committee,as described in Section 4.9 below,shall <br /> serve as the Ex Officio Board Member. The Vice Chair of the Community <br /> Advisory Committee shall serve as an alternate Ex Officio Board Member <br /> when the regular Ex Officio Board Member is absent from a Board <br /> meeting. <br /> 4.23 The Operating Rules and Regulations,to be developed and approved by <br /> the Board in accordance with Section 2.5.12 may include rules regarding <br /> Directors,such as meeting attendance requirements. No Party shall be <br /> deprived of its right to seat a Director on the Board. <br /> 4.3 Terms of Qffice. Each regular and alternate Director shall serve at the pleasure <br /> of the governing body of the Party that the Director represents,and may be removed as Director <br /> by such governing body at any time. If at any time a vacancy occurs on the Board,a <br /> replacement shall be appointed to fill the position of the previous Director in accordance with the <br /> provisions of Section 4.2 within 90 days of the date that such position becomes vacant. <br /> 4.4 Ouo . A majority of the Directors of the entire Board shall constitute a <br /> quorum,except that less than a quorum may adjourn a meeting from time to time in accordance <br /> with law. <br /> 4.5 Powers and Function of the Board. The Board shall conduct or authorize to be <br /> conducted all business and activities of the Authority,consistent with this Agreement,the <br /> Authority Documents,the Operating Rules and Regulations,and applicable law. Board approval <br /> shall be required for any of the following actions,which are defined as"Essential Functions": <br /> 45.1 The issuance of bonds or any other financing even if program revenues are <br /> expected to pay for such financing. <br /> 4.5.2 The hiring of a Chief Executive Officer and General Counsel. <br /> 4.5.3 The appointment or removal of an officer. <br /> 4.5A The adoption of the Annual Budget. <br /> 4.5.5 The adoption of an ordinance. <br /> 4.5.6 The initiation of resolution of claims and litigation where the Authority <br /> will be the defendant,plaintiff,petitioner,respondent,cross complainant <br /> or cross petitioner,or intervenor;provided,however,that the Chief <br /> Executive Officer or General Counsel,on behalf of the Authority,may <br /> December 1,2016 .9- <br />