Common use of Appointment and Removal of Directors Clause in Contracts

Appointment and Removal of Directors. The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. As an alternative to appointing its own Director and alternate Director, the governing body of any Party may elect to designate another Party within the same county (the “designated Party”) to represent it on the Board with the Director and alternate Director from the designated Party (the “consolidated Parties”). Notwithstanding any provision in this Agreement to the contrary, in the case of such an election by one or more Parties in the same county, the designated Party shall have the combined votes and voting shares of the consolidated Parties and shall vote on behalf of the consolidated Parties. The governing body of a Party may revoke its designation of another Party to vote on its behalf at any time. Neither an election by a Party to designate another Party to vote on its behalf or a revocation of this election shall be effective unless provided in a written notice to the Authority. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its

Appointment and Removal of Directors. The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one up to two alternate Director Directors who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate regular Director shall be a an elected or appointed member of the governing body of the Party. As The persons appointed and designated as the alternate Directors may be an alternative to appointing its own Director and alternate Director, elected or appointed member of the governing body of any the Party, an appointed member of an advisory body of the Party, a staff member of the Party may elect or a member of the public who meets the criteria below. All Directors and alternates shall be subject to designate another Party within the same county Board's adopted Conflict of Interest Code. (the “designated Party”a) to represent it on the Board with the Director and Any alternate Director from that is a member of the designated Party (the “consolidated Parties”). Notwithstanding any provision public must have demonstrated knowledge in this Agreement energy-related matters through significant experience in either: 1) an electric utility or company, agency, or nonprofit providing services to a utility, 2) a regulatory agency or local government body overseeing an electric utility or a company, agency, or nonprofit providing services to such an agency, 3) an academic or nonprofit organization engaged in research and/or advocacy related to the contrary, in the case of such an election by one or more Parties in the same county, the designated Party shall have the combined votes and voting shares of the consolidated Parties and shall vote on behalf of the consolidated Parties. The governing body of a Party may revoke its designation of another Party to vote on its behalf at any time. Neither an election by a Party to designate another Party to vote on its behalf or a revocation of this election shall be effective unless provided in a written notice to the Authorityelectric sector. 4.2.2 The Operating Rules Policies and RegulationsProcedures, to be developed and approved by the Board in accordance with Section 2.5.113.2.12 (Specific Powers), shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which itsits Director and/or alternate Directors have been removed may appoint a replacement.

Appointment and Removal of Directors. The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one up to two alternate Director Directors who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate regular Director shall be a member of the governing body of the Party or an elected member of the Party. As an alternative to appointing its own Director The persons appointed and designated as the alternate Director, Directors may be a member of the governing body of any the Party, an appointed member of an advisory body of the Party, a staff member of the Party may elect or a member of the public who meets the criteria below. All Directors and alternates shall be subject to designate another Party within the same county Board's adopted Conflict of Interest Code. (the “designated Party”a) to represent it on the Board with the Director and Any alternate Director from that is a member of the designated Party (the “consolidated Parties”). Notwithstanding any provision public must have demonstrated knowledge in this Agreement energy-related matters through significant experience in either: 1) an electric utility or company, agency, or nonprofit providing services to a utility, 2) a regulatory agency or local government body overseeing an electric utility or a company, agency, or nonprofit providing services to such an agency, 3) an academic or nonprofit organization engaged in research and/or advocacy related to the contrary, in the case of such an election by one or more Parties in the same county, the designated Party shall have the combined votes and voting shares of the consolidated Parties and shall vote on behalf of the consolidated Parties. The governing body of a Party may revoke its designation of another Party to vote on its behalf at any time. Neither an election by a Party to designate another Party to vote on its behalf or a revocation of this election shall be effective unless provided in a written notice to the Authorityelectric sector. 4.2.2 The Operating Rules Policies and RegulationsProcedures, to be developed and approved by the Board in accordance with Section 2.5.113.2.12 (Specific Powers), shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which itsits Director and/or alternate Directors have been removed may appoint a replacement.

Appointment and Removal of Directors. The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the AuthorityCPA. The governing body of each Party also shall appoint and designate in writing one up to two alternate Director Directors who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate regular Director shall be a an elected or appointed member of the governing body of the Party. As The persons appointed and designated as the alternate Directors may be an alternative to appointing its own Director and alternate Director, elected or appointed member of the governing body of any the Party, an appointed member of an advisory body of the Party, a staff member of the Party may elect or a member of the public who meets the criteria below. All Directors and alternates shall be subject to designate another Party within the same county Board's adopted Conflict of Interest Code. (the “designated Party”a) to represent it on the Board with the Director and Any alternate Director from that is a member of the designated Party (the “consolidated Parties”). Notwithstanding any provision public must have demonstrated knowledge in this Agreement energy-related matters through significant experience in either: 1) an electric utility or company, agency, or nonprofit providing services to a utility, 2) a regulatory agency or local government body overseeing an electric utility or a company, agency, or nonprofit providing services to such an agency, 3) an academic or nonprofit organization engaged in research and/or advocacy related to the contrary, in the case of such an election by one or more Parties in the same county, the designated Party shall have the combined votes and voting shares of the consolidated Parties and shall vote on behalf of the consolidated Parties. The governing body of a Party may revoke its designation of another Party to vote on its behalf at any time. Neither an election by a Party to designate another Party to vote on its behalf or a revocation of this election shall be effective unless provided in a written notice to the Authorityelectric sector. 4.2.2 The Operating Rules Policies and RegulationsProcedures, to be developed and approved by the Board in accordance with Section 2.5.113.2.12 (Specific Powers), shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which itsits Director and/or alternate Directors have been removed may appoint a replacement.