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rights and privilcges of the Delegate, including tine right to be couuled in constituting a quorum, to participate ill the proceedings of the Board, wd to vote upon any and all matters. No alternate may have more dent one vote at any mcetiug of the Board, will any Member's designation of all alternate shall be delivch'ed in writing (whi(-h may be by electronic nail) to the Authority and shall Ile cllcetivc until such altcruate is replaced by his or her governing body or is no longer a Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filler) by die governing body of )lie Mcnibcr ill the samhe mauuicr provided in this paragraph c.. d. Any person vvbo is not a member of the governing body of a Member and who attends a nuctiug on behalf of such Member may not vote or be counted toward a quorum but may, at the discretion of the Chair, participate ill open meetings he or she attends. C. Lach Associate Member may designate a non- voting representauivc to the Board who may not be counted town ril a quonnm but who may attend open meetings, propose agenda items and otherwise participate in Board Meetings. f, Delegates shall not receive compensation [or serving as Delegates, but may claim and receive reimbursement for expenses atuadly� incurred in connection with such service pursuant to rules approved by the Board and subject to )lie availability of funds. g. The Board shall have dnc power, by eosolutiou, to the extent permitted by the Act or any odhcr applicable law, to exercise any powers of dhc Authority and to delegate any of its Imnctions to the FXccutivc Committee or one or more Deleptes, officers or agents of the Authority, and to cause any authorized Delegate, officer or agent to take any actious and execute auly d0enhhlCnit9 for and ill the name and or belnall' of the Board or the Authority. It. The Board may establish such committees as it deems necessary for any lawful purpose; such committees are advisory only and may not act or purport to act on behalf of die Board or the Authority. i. Tile Board sliall develop, or cause to be developed, will review, modify is uecessai}y, and adopt each Prograiii. 8. Meetings of the Board a. The Board shall meet at ICast once annually, but may meet more Frequently upon call of any officer or as provided by resolution of the Board. b. Meetings of the Board shall be called, noticed, field and conducted pursuant to )lie provisions of the Ralph M. Brown Act, Chapter 9 (commencing with Scction 5.1950) ol' Part I of Division 2 of Tide 5 of the Government Code of the Slate of California. C. `llhe Secretary of the Authority shall caux minutes of all meetings of the Board to Ile taken and distributed to each Member as soon as possible after each meeting. d. The lesser of twelve (12) Delegates or a majority of ilne number of curreul Delegues shall constitute a quorum titer lramsa ting business at wily meeting of the Board, except 55E -18