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EXHIBIT 1 <br />(3) One city council member for the city member with the greatest <br />population in the North Region Service Planning Area as depicted in Exhibit A. <br />(4) One city council member for the city member with the greatest <br />population in the Central Region Service Planning Area as depicted in Exhibit A. <br />(5) One city council member for the city member with the greatest <br />population in the South Region Service Planning Area as depicted in Exhibit A. <br />(6) Two city council members who are each selected from member <br />cities, which are not already represented on the Board of Directors. The selection of <br />these Directors shall be made by a City Selection Committee from votes cast on a <br />one -city -one -vote basis by representatives of the city members that are not already <br />represented pursuant to Section 5, subdivisions (a)(3), (a)(4) and (a)(5). <br />(b) Board Powers. Subject to the limitations of this Agreement and the <br />laws of the State of California, the powers of OCHFT shall be vested in and <br />exercised by and its property controlled and its affairs conducted by the Board of <br />Directors. <br />(c) Advisory Board. In accordance with OCHFT's bylaws, the Board of <br />Directors may convene an ex officio advisory board that may include a public <br />member, city managers or assistant city managers, the County Executive Officer, a <br />representative from law enforcement, and a representative from a housing <br />authority. <br />(d) Compensation. Members of the Board shall serve without <br />compensation but shall be entitled to reimbursement for any expenses actually <br />incurred in connection with serving as a Director. Any obligation to pay expenses <br />pursuant to this paragraph shall be a charge against any unencumbered funds of <br />OCHFT available for the purpose. <br />(e) Meetings of the Board of Directors. <br />(1) Call. Notice and Conduct of Meetings. All meetings of the Board <br />of Directors, including without limitation, regular, adjourned regular, special <br />meetings and adjourned special meetings, shall be called, noticed, held and <br />conducted in accordance with the provisions of the Ralph M. Brown Act. <br />(2) Regular Meetings. Regular meetings of the Board of Directors <br />shall be held at such dates and times as the Board may fix by resolution from time <br />to time. If any day so fixed for a regular meeting shall fall upon a legal holiday, then <br />such regular meeting shall be held on the next succeeding business day at the same <br />hour. No notice of any regular meeting of the Board of Directors need be given to <br />the individual Directors. <br />(3) Special Meetings. Special meetings of the Board of Directors <br />shall be held whenever called by the Chairperson of the Board or by a majority of <br />the Directors. <br />(4) Quorum. A majority of the seated members of the Board of <br />Directors shall constitute a quorum at any meeting of the Board except that less <br />than a quorum may adjourn a meeting to another time and place. Every act or <br />55C-16 <br />