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ARTICLE 16 - TERMINATION <br /> 16.1. Time ofTermination. ABAO POWER may be terminated upon the written <br /> consent of all of the Members if the effective termination date and such written consents <br /> are delivet~! to ABAG POWER and the Secretary at least sixty (60) days prior to the <br /> effective termination date provided that all principal of and interest on any and all bonds <br /> and other evidences of indebtedness issued by ABAG POWER m paid in full. <br /> 16.2. Continuing Obligations. After the termination date, ABAG POWER will <br /> continue to be obligated to pay, or cause to be paid any amounts due for winding up its <br /> aftnits, including but not limited to any litigation costs and/or extraordinary costs <br /> associated with a financing transaction. After the effective termination date, each Member <br /> has a continuing obligation to pay any fees assessed prior to the effective termination date. <br /> 16.3. Distribution of Assets. In the event any assets remain after winding up the <br /> aftnits of ABAG POWER, such sums will be distributed to the Association of Bay Area <br /> Governments. <br /> <br /> ARTICLE 17 - AMENDMENTS <br /> 17.1. Amendment bv Directors. Subject to the limitations set forth below, the Board <br />may adopt, amend or repeal Bylaws. Such power is subject to the following limitations: <br /> 17. 1.1. The Board may not amend a Bylaw provision fixing the authorized <br />number of directors or the minimum and maximum number of directots. <br /> 17.1.2. If'any provision of these Bylaws requires the vote of a larger <br />proportion of directors than a simple majority, such provision may not be altered, amended <br />or repealed except by vote of such larger number of directors. <br /> 17. 1.3. The Bom'd may not delete or amend Bylaw provisions requiring <br />compliance with the JPA. <br /> <br /> ARTICLE 18 - RECORDS AND REPORTS <br /> 18.1. Maintenance of ABAG POWER Records. ABAG POWER will keep: <br /> 18A.l. Adequate and corrm:t books and records of account; and <br /> 18.1.2. Minutes in written form of the proceedings of its Board, and <br />committees of the Board. <br /> All such records will be kept at ABAG POWER's principal executive office, or <br />if its principal executive office is not in the State of California, at its principal business <br />office'-in this state. <br /> 18.2. Ins_Dection Ri_ehts. <br /> <br /> ABAG POWER Bylaws <br /> <br /> <br />