COUNTYWIDE PUBLIC FINANCING AUTHORITY (2)

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ARTICLE Il GENERAL PROVISIONS Section 2.01. Purpose. This Agreement is made pursuant to the Act providing for the joint exercise of powers common to the Members, and for other purposes as permitted under the Act, the Bond Law and as agreed by one or more of the parties hereto. The purpose of this Agreement is to provide for the financing of Public Capital Improvements for, and working capital requirements of, the Members through the acquisition by the Authority of such Public Capital Improvements and/or the purchase by the Authority of Obligations of a Member pursuant to Bond Purchase Agreements and/or the lending of funds by the Authority to a Member and/or the leasing of Public Capital Improvements to a Member. Section 2.02. Creation of Authority. Pursuant to the Act, there is hereby created a public entity to be known as the "Countywide Public Financing Authority". The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement. Section 2.03, Board. The Authority shall be administered by a Board of nine (9) Directors, unless and until changed by amendment of this Agreement. One Directors shall be appointed by the governing body of each of the Members. Each Director shall hold office until the governing body of his or her related Member shall have appointed a successor. The Board shall be called the "Board of Directors of the Countywide Public Financing Authority." All voting power of the Authority shall reside in the Board. Section 2.04. Meetings of the Board. (a) Regular Meetings. The Board shall provide for its regular meetings; provided, however, that at least one regular meeting shall be held each year. The date, hour and place of the holding of regular meetings shall be fixed by resolution of the Board and a copy of such resolution shall be filed with each of the Members. (b) Special Meetings. Special meetings of the Board may be called in accordance with the provisions of section 54956 of the California Government Code. (c) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of sections 54950 et seq. of the California Government Code. Section 2.05. Minutes. The Secretary shall cause to be kept minutes of the meetings of the Board and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director and to the Members. Section 2.06. Vow, Each Director shall have one vote. Section 2.07.Quorum; Required Votes,• Approvals. Directors holding a majority of the votes shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. The affirmative votes of at least a majority of the Directors (whether present or not) shall be required to take any action by the Board. Section 2.08. Bylaws. The Board may adopt, from time to time, such bylaws and other rules and regulations for the conduct of its meetings as are necessary for the purposes hereof. -3-