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<br />Page 12 of 19 <br /> <br />DUTIES AND RESPONSIBILITIES OF FOSAZ <br />A. Organizational Structure <br />FOSAZ shall maintain a Board of dDrectors as may be provided by its articles of <br />incorporation and by-laws. Unless otherwise provided by FOSAZ, the Board of <br />Directors shall have the power to bind FOSAZ under this Agreement. FOSAZ shall <br />provide a City non-voting advisor to the FOSAZ board, and shall receive notice of <br />meetings in the same manner as a member of the board and shall be entitled to attend <br />and fully participate in all meetings of the Board with the exception of voting. <br />FOSAZ may appoint an Executive Director who shall act as the primary liaison <br />between the Parties, and shall maintain frequent communication with the City so that <br />the Parties can coordinate FOSAZ fund-raising activities and Zoo activities. FOSAZ <br />shall provide annually a calendar of special events for approval by the City along with <br />specific staffing requirements. <br />B. Capital Fundraising <br />The primary mission of FOSAZ under this Agreement shall be to seek and provide <br />financial support for Zoo capital improvements. The Parties (through a joint strategic <br />planning committee) shall mutually develop annual FOSAZ fundraising goals and <br />prioritize exhibits and/or projects to be funded with FOSAZ proceeds. City authorizes <br />FOSAZ to solicit individual, corporate, and foundation funds and contributions for the <br />benefit of the Zoo. Sources for fundraising shall include, but not be limited to, <br />solicitations, gifts, bequests, charitable events, grants, and special programs. FOSAZ <br />shall coordinate the timing and format of fund raising activities with the City, as set <br />forth below. <br />C. Membership <br />FOSAZ is hereby recognized as the official support group for the Zoo, and is <br />authorized to solicit membership in its organization based on such status. FOSAZ is <br />authorized to include special privileges at the Zoo, including, but not limited to, <br />complimentary admission, as may be approved from time to time by the City. <br />FOSAZ may organize and sponsor special events for its members, including after <br />hour’s access of Zoo grounds, for the purpose of fundraising for capital improvements, <br />marketing and promotion, educational purposes, and benefit of membership, as <br />approved by the City. <br /> <br /> <br />Exhibit 1