Common use of Boards of Directors Clause in Contracts

Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”). 3.1.1. Both Boards shall consist of Directors representing any of the three Counties of Monterey, Santa Xxxx, or San Xxxxxx that become a signatory to the Agreement, Directors representing any of the Cities or Towns within those counties that becomes a signatory to the Agreement, and Directors representing the Cities of San Xxxx Obispo and Morro Bay (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant. 3.1.2. Policy Board Directors must be elected members of the Board of Supervisors or elected members of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Policy Board. Alternates for the Policy Board must be members of the Board of Supervisors or members of the governing board of the municipality that is the signatory to this Agreement. 3.1.3. Operations Board Directors must be the senior executive/County Administrative Officer of any County that is the signatory to this Agreement, or senior executive/City Manager from any municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Operations Board. Alternates for the Operations Board must be administrative managers of the County or administrative managers of the governing board of the municipality that is the signatory to this Agreement. 3.1.4. Board seats will be allocated under the following formulas. Policy and Operations Board seats for founding JPA members (i.e. those jurisdictions that pass a CCA ordinance by February 28, 2017) will be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven. Once the JPA reaches more than eleven- member agencies, the Policy and Operations Boards’ composition shall shift to a regional allocation based on population size. This allocation shall be one seat for each jurisdiction with a population of 50,000 and above, and shared seats for jurisdictions with populations below 50,000 allocated on a sub-regional basis, as set forth in Exhibit C. Notwithstanding the above, the County of San Xxxxxx shall be allotted one seat. 3.1.5. Shared board seats will be determined through the Mayors and Councilmembers’ city selection process in their respective counties, with a term of two years except that the Cities of San Xxxx Obispo and Morro Bay shall determine the manner in which their shared seats shall be allocated. Directors may be reappointed, following the Mayors and Councilmembers’ city selection process in their respective counties, or as determined by the Cities of San Xxxx Obispo and Morro Bay for their shared seats and serve multiple terms. In the event of an established board seat transitioning to a shared seat due to the addition of a new party, the sitting Director will automatically be the first representative for that shared seat to ensure continuity and maintain experience.

Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”). 3.1.1. Both Boards shall consist of Directors representing any of the three four Counties of Monterey, Santa Xxxx, San Xxxxxx, or San Xxxxxx Santa Xxxxxxx that become a signatory to the Agreement, Directors representing any of the Cities or Towns within those counties that becomes a signatory to the Agreement, and Directors representing any of the Cities or Towns, which are members of the Authority, within the five Counties of Monterey, Santa Xxxx, San Xxxxxx, Santa Xxxxxxx, or San Xxxx Obispo and Morro Bay (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant. 3.1.2. Policy Board Directors must be elected members of the Board of Supervisors or elected members of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Policy Board. Alternates for the Policy Board must be members of the Board of Supervisors or members of the governing board of the municipality that is the signatory to this Agreement. 3.1.3. Operations Board Directors must be the senior executive/County Administrative Officer of any County that is the signatory to this Agreement, or senior executive/City Manager from any municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Operations Board. .Alternates for the Operations Board must be administrative managers of the County or administrative managers of the governing board of the municipality that is the signatory to this Agreement. 3.1.4. Board seats will be allocated under the following formulas. Policy and Operations Board seats for founding JPA members (i.e. those jurisdictions that pass a CCA ordinance by February 28, 20172017 (“Initial Participants”) will be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven. Once the JPA reaches more than eleven- member agencies, the Policy and Operations Boards’ composition shall shift to a regional allocation based on population size. This allocation shall be one seat for each jurisdiction with a population of 50,000 and above, and shared seats for jurisdictions with populations below 50,000 allocated on a sub-regional basis, as set forth in Exhibit C. Notwithstanding the above, the County of San Xxxxxx shall be allotted one seat. 3.1.5. Shared board seats will be determined through the Mayors and Councilmembers’ city selection process seats, as set forth in their respective countiesExhibit C, with Regional Allocation shall have a term of two years except that and will be determined either by agreement among the Cities of San Xxxx Obispo and Morro Bay shall determine parties sharing the manner seat or through the City Selection Committee in which their shared seats shall be allocatedthe respective County. Following appointment, either by agreement or by the City Selection Committee, Directors may be reappointed, following the Mayors and Councilmembers’ city selection process in their respective counties, or as determined by the Cities of San Xxxx Obispo and Morro Bay for their shared seats reappointed and serve multiple terms. In the event the addition of new parties requires that an established board seat transitioning transition to a shared seat due or that a shared seat expand to the addition of a include new partyparties, the sitting Director will automatically be the first representative for that shared seat to ensure continuity and maintain experience.

Boards of Directors. The governing bodies of the Authority (a) Sterling Commerce shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”). 3.1.1. Both Boards shall consist of Directors representing not be ------------------- entitled to designate any of the three Counties of Monterey, Santa Xxxx, or San Xxxxxx that become a signatory to the Agreement, Directors representing any of the Cities or Towns within those counties that becomes a signatory to the Agreement, and Directors representing the Cities of San Xxxx Obispo and Morro Bay (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant. 3.1.2. Policy Board Directors must be elected members of the Board of Supervisors or elected members Directors by virtue of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate For so long as Sterling Commerce owns at least 2.0% of the issued and outstanding Equity Shares, Sterling Commerce shall be entitled to serve in designate one non-voting observer to the absence Board of its Director on Directors (the Policy Board"Board Observer"), -------------- provided that the Board Observer shall at all times be a senior officer of Sterling Commerce reasonably acceptable to the Chief Executive Officer of the Company. Alternates for The Board Observer shall be entitled to all of the Policy Board must be rights and privileges of members of the Board of Supervisors or Directors, including without limitation, access to all information to which members of the governing board Board of Directors have access, except that (i) the Board Observer shall not be entitled to vote on any matter brought before the Board of Directors, (ii) the Board Observer shall be excluded from any portion of any meeting, at the good faith discretion of the municipality Chief Executive Officer of the Company or the Chairman of the Board of Directors, to protect the competitive interests of the Company or where a conflict of interest exists, including, without limitation, matters relating to the relationship between the Company and Sterling Commerce, (iii) if the Company has been advised by outside counsel that is providing certain information to Board Observers would be reasonably likely to cause such information to be not subject to an applicable attorney-client or similar privilege, the signatory Company shall be entitled to this Agreementwithhold such information from the Board Observer, and (iv) upon request, the Board Observer shall execute a confidentiality agreement in customary form with respect to information obtained in his or her capacity as a Board Observer. 3.1.3(b) The Board Observer shall be entitled to observe meetings of Committees of the Board of Directors, which committees (the "General Committees") have been ------------------ delegated general authority by the Board of Directors, including, without limitation, any Executive Committee. Operations The Company agrees to inform promptly Sterling Commerce of business conducted by committees of the Board of Directors must other than General Committees. (c) The Board Observer shall be provided advance notice of all meetings of the senior executive/County Administrative Officer Board of any County that is the signatory Directors and General Committees, such notice to this Agreement, or senior executive/City Manager from any municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve be given in the absence of its Director on same manner as the Operations Board. Alternates for notice given to the Operations Board must be administrative managers members of the County Board of Directors or administrative managers of the governing board of the municipality that is the signatory to this Agreement. 3.1.4. Board seats will be allocated under the following formulas. Policy and Operations Board seats for founding JPA members (i.e. those jurisdictions that pass a CCA ordinance by February 28, 2017) will be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven. Once the JPA reaches more than eleven- member agencies, the Policy and Operations Boards’ composition shall shift to a regional allocation based on population size. This allocation shall be one seat for each jurisdiction with a population of 50,000 and above, and shared seats for jurisdictions with populations below 50,000 allocated on a sub-regional basisGeneral Committees, as set forth in Exhibit C. Notwithstanding the above, the County of San Xxxxxx shall be allotted one seatapplicable. 3.1.5. Shared board seats will be determined through the Mayors and Councilmembers’ city selection process in their respective counties, with a term of two years except that the Cities of San Xxxx Obispo and Morro Bay shall determine the manner in which their shared seats shall be allocated. Directors may be reappointed, following the Mayors and Councilmembers’ city selection process in their respective counties, or as determined by the Cities of San Xxxx Obispo and Morro Bay for their shared seats and serve multiple terms. In the event of an established board seat transitioning to a shared seat due to the addition of a new party, the sitting Director will automatically be the first representative for that shared seat to ensure continuity and maintain experience.

Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”). 3.1.1. 3.1.1 Both Boards shall consist of Directors representing any of the three Counties of Monterey, Santa Xxxx, or San Xxxxxx that become a signatory to the Agreement, Agreement and Directors representing any of the Cities or Towns within those counties that becomes a signatory to the Agreement, and Directors representing the Cities of San Xxxx Obispo and Morro Bay Agreement (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director Director, and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant. 3.1.2. 3.1.2 Policy Board Directors must be elected members of the Board of Supervisors or elected members of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Policy Board. Alternates for the Policy Board must be members of the Board of Supervisors or members of the governing board of the municipality that is the signatory to this Agreement. 3.1.3. 3.1.3 Operations Board Directors must be the senior executive/County Administrative CountyAdministrative Officer of any County that is the signatory to this Agreement, or senior executive/City Manager from any municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Operations Board. Alternates for the Operations Board must be administrative managers of the County or administrative managers of the governing board of the municipality that is the signatory to this Agreement. 3.1.4. 3.1.4 Board seats will be allocated under the following formulas. Policy and Operations Board seats for founding JPA members (i.e. those jurisdictions that pass a CCA ordinance by February 28, 2017) will be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven. Once the JPA reaches more than eleven- eleven member agencies, the Policy and Operations Boards’ composition shall shift to a regional allocation based on population size. This allocation shall be one seat for each jurisdiction with a population of 50,000 and above, and shared seats for jurisdictions with populations below 50,000 allocated on a sub-regional basis, as set forth in Exhibit C. Notwithstanding the above, the County of San Xxxxxx shall be allotted one seat. 3.1.5. Shared board seats will be determined through the Mayors and Councilmembers’ city selection process in their respective counties, with a term of two years except that the Cities of San Xxxx Obispo and Morro Bay shall determine the manner in which their shared seats shall be allocated. Directors may be reappointed, following the Mayors and Councilmembers’ city selection process in their respective counties, or as determined by the Cities of San Xxxx Obispo and Morro Bay for their shared seats and serve multiple terms. In the event of an established board seat transitioning to a shared seat due to the addition of a new party, the sitting Director will automatically be the first representative for that shared seat to ensure continuity and maintain experience.Exhibit