BICEP BIG INDEPENDENT CITIES EXCESS POOL 3-2006

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(c) Compensation. Directors and their alternates are not entitled to compensation. The Board of Directors may authorize reimbursement of expenses incurred by directors or their alternates. (d) Powers of Board. The Board of Directors shall have the following powers and ffunctions: (1) Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Authority, either directly or by delegation to other bodies or persons. (2) The Board shall form an Executive Committee, as provided in Article 10. The Executive Committee may exercise all powers or duties of the Board except adoption of the Authority's annual budget. (3) The Board may form, as provided in Article 11, such other committees as it deems appropriate to conduct the business of the Authority or it may delegate such power to the Executive Committee in the Bylaws or by resolution of the Board. The membership of any such other committee may consist in whole or in part of persons who are not members of the Board; provided that the Board and the Executive Committee may delegate decision-making powers and duties only to a committee whose membership is comprised by a majority of directors or their alternate. Any committee not so constituted may function only in an advisory capacity. (4) The Board shall elect the officers of the Authority and shall appoint or employ necessary staff in accordance with Articles 9 and 12. (5) The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Authority. Adoption of the budget may not be delegated. (6) The Board shall receive, review and act upon periodic reports and audits of the funds of the Authority, as required under Articles 13 and 14 of this Agreement. (7) The Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Authority. ARTICLE 8 MEETINGS OF THE BOARD OF DIRECTORS (a) Re ular Meetin s. The Board of Directors shall hold at least three ~3) regular meetings eac year. a Board of Directors shall fix by resolution or in the ylaws the date upon which, and the hour and place at which, each regular meeting is to be held. (b) Ralph M. Brown Act. Each meeting of the Board of Directors, including without limitation a regular, adjourned regular, and special meetings shall be called, noticed, held, and conducted in accordance with the Ralph M. Brown Act, Section 54950 et seq. of the Government Code. (c) Minutes. The Authority shall have minutes of each regular, adjourned regular, and special meetings kept by the Secretary. As soon as practicable after each Joint Powers Agreement 5-31-06