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debts, liabilities and obligations do not constitute debts, liabilities or obligations of any <br />Members. <br />B. BOARD. <br />The Authority shall be administered by the Board of Directors (the "Board," or <br />the "Directors" and each a "Director") of the California Foundation for Stronger <br />Communities, a nonprofit public benefit corporation organized under the laws of the <br />State of California (the "Foundation"), with each such Director serving in his or her <br />individual capacity as a Director of the Board. The Board shall be the administering <br />agency of this Agreement and, as such, shall be vested with the powers set forth herein, <br />and shall administer this Agreement in accordance with the purposes and functions <br />provided herein. The number of Directors, the appointment of Directors, alternates and <br />successors, their respective terms of office, and all other provisions relating to the <br />qualification and office of the Directors shall be as provided in the Articles and Bylaws <br />of the Foundation, or by resolution of the Board adopted in accordance with the Bylaws <br />of the Foundation. <br />All references in this Agreement to any Director shall be deemed to refer to and <br />include the applicable alternate Director, if any, when so acting in place of a regularly <br />appointed Director. <br />Directors may receive reasonable compensation for serving as such, and shall be <br />entitled to reimbursement for any expenses actually incurred in connection with serving <br />as a Director, if the Board shall determine that such expenses shall be reimbursed and <br />there are unencumbered funds available for such purpose. <br />The Foundation may be removed as administering agent hereunder and replaced <br />at any time by amendment of this Agreement approved as provided in Section 16; <br />provided that a successor administering agent of this Agreement has been appointed and <br />accepted its duties and responsibilities under this Agreement. <br />C. OFFICERS; DUTIES; OFFICIAL BONDS. <br />The officers of the Authority shall be the Chair, Vice-Chair, Secretary and <br />Treasurer (defined below). The Board, in its capacity as administering agent of this <br />Agreement, shall elect aChair, aVice-Chair, and a Secretary of the Authority from <br />among Directors to serve until such officer is re-elected or a successor to such office is <br />elected by the Board. The Board shall appoint one or more of its officers or employees to <br />serve as treasurer, auditor, and controller of the Authority (the "Treasurer") pursuant to <br />Section 6505.6 of the Joint Exercise of Powers Act to serve until such officer is re-elected <br />or a successor to such office is elected by the Board. <br />Subject to the applicable provisions of any resolution, indenture, trust agreement <br />or other instrument or proceeding authorizing or securing Bonds (each such resolution, <br />indenture, trust agreement, instrument and proceeding being herein referred to as an <br />"Indenture") providing for a trustee or other fiscal agent, and except as may otherwise be <br />