Common use of Governing Body Clause in Contracts

Governing Body. 3.1 The System shall be under the jurisdiction of Subcommittee B and its operations subject to the annual approval of the ASTM Board of Directors. 3.2 The management of the System shall be vested in the Test Monitoring Board which shall have nine (9) voting members elected by Subcommittee B and ex-officio not voting members as specified in Paragraph 3.2.2. 3.2.1 The nine voting members shall consist of four (4) user members, four (4) producer members and one (1) general interest member other than the general interest members defined as independent testing laboratories in Paragraph 1.3.10. 3.2.2 The ex-officio, not voting members shall consist of the Chairman of Subcommittee B, the Administrator of the Center, the chairmen of the Surveillance Panels whose tests are monitored by the Center, representatives of the independent testing laboratories conducting monitored tests, the chairmen of the Administrative and Technical Guidance Committees, and the President of ASTM or his designee. 3.3 No two elected members of the Board may represent the same voting interest. 3.4 Nominations to elective membership on the Board shall be made by an ad hoc nominating committee of six (6) members consisting of the Chairman of Subcommittee B and Sections I, II and III of Subcommittee B; and two additional Subcommittee B members who are not on the Board and are appointed by the Chairman of the Subcommittee B. The Chairman of Subcommittee B shall act as Chairman of the Nominating Committee. 3.5 The nominating committee shall report a slate of candidates, who have agreed to serve if elected, consisting of one nominee for each expiring Board position to the first regular meeting of Subcommittee B each year. 3.5.1 Further nominations may be submitted within six weeks after this meeting. Such nominations must be signed by ten (10) members of Subcommittee B and submitted to the Secretary of Subcommittee B in writing. A nomination so made, if accepted by the nominee, shall be placed on the ballot. 3.6 Election of Board members shall be held during the three months prior to the last meeting of Subcommittee B each year. 3.6.1 Election shall be by secret letter ballot. The Secretary of Subcommittee B shall be responsible for issuing the ballots, receiving the marked ballots, and acting as teller. 3.6.2 The voter shall have the right to substitute any name or names of a corresponding number of names on the ballot. 3.7 Elected members of the Board shall serve terms of two (2) years. 3.7.1 An elected member of the Board shall be eligible for re-election to three (3) additional consecutive terms. The maximum number of consecutive years a member may serve on the Board is nine (9). 3.7.1.1 Exceptions to Subparagraph 3.7.1 may be approved on an individual basis by Subcommittee B by secret ballot vote of the members present at a regular meeting of Subcommittee B or by mail ballot. 3.7.2 The terms of the elected members of the Board shall be staggered such that two producer members and two user members are elected each year. The one general interest member shall be elected every other year. 3.7.3 The terms of the elected Board members shall commence on the first day of January of the year following their election and shall end on 31 December of the succeeding year. 3.7.4 The terms of Board members elected by special election to fill vacancies shall commence as soon as their election is complete and shall end at the same time the term of the member they replaced would have ended. 3.7.4.1 The year in which a replacement Board member is elected shall constitute his first year in office (Reference Paragraph 3.7.1

Governing Body. 3.1 The System shall be under the jurisdiction of Subcommittee B and its operations subject to the annual approval Alliance Community Schools Board (ACS), d/b/a Dayton Leadership Academies - Dayton View, is charged with oversight of the ASTM Board operation of Directors. 3.2 The Dayton Leadership Academies – Dayton View. ACS holds monthly board meetings and additional meetings as needed. ACS is responsible for meeting the expectations of the sponsorship contract, generating the strategic direction of the school, overseeing the fiscal management of the System shall be vested in school, and monitoring the Test Monitoring Board which shall have nine (9) voting members elected by Subcommittee B and ex-officio not voting members as specified in Paragraph 3.2.2. 3.2.1 The nine voting members shall consist of four (4) user members, four (4) producer members and one (1) general interest member other than the general interest members defined as independent testing laboratories in Paragraph 1.3.10. 3.2.2 The ex-officio, not voting members shall consist performance of the Chairman of Subcommittee Bexecutive director, the Administrator of the Center, the chairmen of the Surveillance Panels whose tests are monitored by the Center, representatives of the independent testing laboratories conducting monitored tests, the chairmen of the Administrative and Technical Guidance Committeestreasurer, and the President administrative team in the daily management of ASTM the school. . There shall be no fewer than five and no more than fifteen board members of ACS. Board members shall be appointed for three-year terms, with a maximum of three consecutive terms or his designee. 3.3 No two elected a total of nine years of consecutive service. Board members shall be nominated by the Governance and Nominating Committee of the board. The slate of nominees, upon recommendation of the Governance and Nominating Committee, shall be submitted to the members of the Board may represent board prior to a vote to formally elect board members. A member who has served three consecutive three-year terms will not be eligible for reappointment until a lapse of one year after the same voting interest. 3.4 Nominations to elective membership on the Board expiration of her last term. There shall be made by an ad hoc nominating committee of six (6) members consisting of the Chairman of Subcommittee B and Sections I, II and III of Subcommittee B; and two additional Subcommittee B non-voting ex officio board members who are not on counted in determining the Board and are appointed by the Chairman quorum. These ex officio members shall include: • Executive director of ACS • Appointed president of the Subcommittee B. The Chairman Parent Advisory Council for each community school under the supervision of Subcommittee B shall act ACS • Other ex officio members as Chairman determined by members of the Nominating Committee. 3.5 The nominating committee shall report a slate of candidates, who have agreed to serve if elected, consisting of one nominee for each expiring Board position to the first regular meeting of Subcommittee B each year. 3.5.1 Further nominations may be submitted within six weeks after this meeting. Such nominations must be signed by ten (10) members of Subcommittee B and submitted to the Secretary of Subcommittee B in writing. A nomination so made, if accepted by the nominee, shall be placed on the ballot. 3.6 Election of board Board members shall be held during serve as the three months prior to the last meeting of Subcommittee B each year. 3.6.1 Election following officers. These officers shall be by secret letter ballot. The Secretary elected for one-year terms from among the board members at an annual meeting normally held in May of Subcommittee B shall be responsible for issuing the ballots, receiving the marked ballots, and acting as teller. 3.6.2 The voter shall have the right to substitute any name or names of a corresponding number of names on the ballot. 3.7 Elected members of the Board shall serve terms of two (2) years. 3.7.1 An elected member of the Board shall be eligible for re-election to three (3) additional consecutive terms. The maximum number of consecutive years a member may serve on the Board is nine (9). 3.7.1.1 Exceptions to Subparagraph 3.7.1 may be approved on an individual basis by Subcommittee B by secret ballot vote of the members present at a regular meeting of Subcommittee B or by mail ballot. 3.7.2 The terms of the elected members of the Board shall be staggered such that two producer members and two user members are elected each year. The officers shall constitute the Executive Committee of the board members, including but not limited to: • Chairperson • Vice Chair • Secretary • Treasurer • Executive Director (ex officio) Officers may be reelected annually for terms that may not exceed their terms of office as directors. The Executive Committee shall further appoint board members to at least one general interest member committee in addition to their service on the board. Standing committees of board members shall include: • Executive Committee • Governance and Nominating Committee • Finance and Facilities Committee These standing committees shall exclusively include members of the board members. In addition to standing committees of the board, ACS shall be elected every other year. 3.7.3 The terms served by advisory committees that may vary in number and scope as determined by the board members and approved by a vote of the elected board members. ACS Advisory Committees include; Audit, Academic Affairs, and Family and Community Engagement. Board members shall commence serve on the first day of January these committees along with school administrators who have these particular responsibilities. Additional advisory committees of the year following their election and board shall end on 31 December include members of the succeeding year. 3.7.4 The terms of Board members elected by special election to fill vacancies shall commence board as soon well as their election is complete other community leaders with the characteristics, leadership, and shall end at skills appropriate for the same time the term function of the member they replaced would have endedadvisory committee. Advisory committees are chaired by one of the board members. 3.7.4.1 The year in which a replacement Board member is elected shall constitute his first year in office (Reference Paragraph 3.7.1

Governing Body. 3.1 The System shall be under the jurisdiction of Subcommittee B and its operations subject to the annual approval Alliance Community Schools Board, dba Dayton Leadership Academies - Dayton View, is charged with oversight of the ASTM Board operation of Directors. 3.2 The DVLA. ACS holds monthly board meetings and additional meetings as needed. ACS is responsible for meeting the expectations of the sponsorship contract, generating the strategic direction for DVLA, overseeing the fiscal management of DVLA, and monitoring the System shall be vested in the Test Monitoring Board which shall have nine (9) voting members elected by Subcommittee B and ex-officio not voting members as specified in Paragraph 3.2.2. 3.2.1 The nine voting members shall consist of four (4) user members, four (4) producer members and one (1) general interest member other than the general interest members defined as independent testing laboratories in Paragraph 1.3.10. 3.2.2 The ex-officio, not voting members shall consist performance of the Chairman of Subcommittee BExecutive Director, the Administrator of the Center, the chairmen of the Surveillance Panels whose tests are monitored by the Center, representatives of the independent testing laboratories conducting monitored tests, the chairmen of the Administrative and Technical Guidance CommitteesTreasurer, and the President Administrative Team in the daily management of ASTM DVLA . There shall be no fewer than five and no more than fifteen Board Members of ACS. Board Members shall be appointed for three-year terms with a maximum of three consecutive terms or his designee. 3.3 No two elected a total of nine years of consecutive service. Board Members shall be nominated by the Governance and Nominating Committee of the Board. The slate of nominees, upon recommendation of the Governance and Nominating Committee, shall be submitted to the members of the Board may represent prior to a vote to formally elect Board Members. A member who has served three consecutive, three-year terms will not be eligible for reappointment until a lapse of one year after the same voting interest. 3.4 Nominations to elective membership on the Board expiration of his/her last term. There shall be made by an ad hoc nominating committee of six (6) members consisting of the Chairman of Subcommittee B and Sections I, II and III of Subcommittee B; and two additional Subcommittee B members non-voting ex-officio Board Members who are not on counted in determining the Board and are appointed by the Chairman quorum. These ex-officio members shall include: • Executive Director of ACS • Appointed President of the Subcommittee B. The Chairman of Subcommittee B shall act as Chairman of the Nominating Committee. 3.5 The nominating committee shall report a slate of candidates, who have agreed to serve if elected, consisting of one nominee Parent Advisory Council for each expiring Board position to community school under the first regular meeting supervision of Subcommittee B each year. 3.5.1 Further nominations may be submitted within six weeks after this meeting. Such nominations must be signed ACS • Other ex-officio members as determined by ten (10) members of Subcommittee B and submitted to the Secretary of Subcommittee B in writing. A nomination so made, if accepted by the nominee, shall be placed on the ballot. 3.6 Election of Board members shall be held during the three months prior to the last meeting of Subcommittee B each year. 3.6.1 Election shall be by secret letter ballot. The Secretary of Subcommittee B shall be responsible for issuing the ballots, receiving the marked ballots, and acting as teller. 3.6.2 The voter shall have the right to substitute any name or names of a corresponding number of names on the ballot. 3.7 Elected members of the Board Board Members shall serve as the following Officers. These Officers shall be elected for one- year terms from among the Board Members at an annual meeting normally held in May of two each year. The Officers shall constitute the Executive Committee of the Board Members, including, but not limited to: • Chairperson • Vice Chair • Secretary • Treasurer • Executive Director (2ex-officio) years. 3.7.1 An Officers may be re-elected member annually for terms that may not exceed their term of office as a Director. The Executive Committee shall further appoint Board Members to at least one committee in addition to their service on the Board. Standing committees of Board Members shall include: • Executive Committee • Governance and Nominating Committee • Finance and Facilities Committee These standing committees shall exclusively include members of the Board Members. In addition to standing committees of the Board, ACS shall be served by advisory committees that may vary in number and scope as determined by the Board Members and approved by a vote of the Board Members. ACS Advisory Committees include; Audit, Academic Affairs, and Family and Community Engagement. Board members serve on these committees along with school administrators who have these particular responsibilities. Additional advisory committees of the Board shall be eligible for re-election to three (3) additional consecutive terms. The maximum number of consecutive years a member may serve on the Board is nine (9). 3.7.1.1 Exceptions to Subparagraph 3.7.1 may be approved on an individual basis by Subcommittee B by secret ballot vote of the members present at a regular meeting of Subcommittee B or by mail ballot. 3.7.2 The terms of the elected include members of the Board shall be staggered such that two producer members as well as other community leaders with the characteristics, leadership, and two user members are elected each year. The one general interest member shall be elected every other year. 3.7.3 The terms skills appropriate for the function of the elected Board members shall commence on the first day of January advisory committee. Advisory committees are chaired by one of the year following their election and shall end on 31 December of the succeeding yearBoard Members. 3.7.4 The terms of Board members elected by special election to fill vacancies shall commence as soon as their election is complete and shall end at the same time the term of the member they replaced would have ended. 3.7.4.1 The year in which a replacement Board member is elected shall constitute his first year in office (Reference Paragraph 3.7.1

Governing Body. 3.1 The System shall be under the jurisdiction of Subcommittee B and its operations subject to the annual approval Alliance Community Schools Board (ACS), d/b/a Dayton Leadership Academies, is charged with oversight of the ASTM Board operation of Directors. 3.2 The Dayton Leadership Academies (DLA). ACS is responsible for meeting the expectations of the sponsorship contract, generating the strategic direction of the school, overseeing the fiscal management of the System shall be vested in school, and monitoring the Test Monitoring Board which shall have nine (9) voting members elected by Subcommittee B and ex-officio not voting members as specified in Paragraph 3.2.2. 3.2.1 The nine voting members shall consist of four (4) user members, four (4) producer members and one (1) general interest member other than the general interest members defined as independent testing laboratories in Paragraph 1.3.10. 3.2.2 The ex-officio, not voting members shall consist performance of the Chairman of Subcommittee Bprincipal, the Administrator of the Center, the chairmen of the Surveillance Panels whose tests are monitored by the Center, representatives of the independent testing laboratories conducting monitored tests, the chairmen of the Administrative and Technical Guidance Committeestreasurer, and the President administrative team in the daily management of ASTM the school. There shall be no fewer than five and no more than fifteen board members of ACS. Board members shall be appointed for three-year terms, with a maximum of three consecutive terms or his designee. 3.3 No two elected a total of nine years of consecutive service. Board members shall be nominated by the finance, audit, and governance committee of the board. Upon recommendation of new board members to the current members of the Board may represent board, a vote commences to elect board members formally. A member who has served three consecutive three- year terms will not be eligible for reappointment until a lapse of one year after the same voting interest. 3.4 Nominations to elective membership on the Board expiration of his or her last term. There shall be made by an ad hoc nominating committee of six (6) members consisting of the Chairman of Subcommittee B and Sections I, II and III of Subcommittee B; and two additional Subcommittee B nonvoting ex officio board members who are not on counted in determining the Board and are appointed by quorum. These ex officio members shall include the Chairman following: • Principal of the Subcommittee B. The Chairman school • Treasurer • Assistant principal • Director of Subcommittee B shall act as Chairman operations • Xxxx of students or other administrative team member • President of the Nominating Committee. 3.5 The nominating committee shall report a slate of candidates, who have agreed to serve if elected, consisting of one nominee for each expiring Board position to the first regular meeting of Subcommittee B each year. 3.5.1 Further nominations may be submitted within six weeks after this meeting. Such nominations must be signed by ten Parent Advisory Council (10PAC) members of Subcommittee B and submitted to the Secretary of Subcommittee B in writing. A nomination so made, if accepted by the nominee, shall be placed on the ballot. 3.6 Election of Board members shall be held during serve as the three months prior to the last meeting of Subcommittee B each year. 3.6.1 Election following officers. These officers shall be by secret letter ballot. The Secretary elected for one-year terms from among the board members at an annual meeting normally held in January of Subcommittee B shall be responsible for issuing the ballots, receiving the marked ballots, and acting as teller. 3.6.2 The voter shall have the right to substitute any name or names of a corresponding number of names on the ballot. 3.7 Elected members of the Board shall serve terms of two (2) years. 3.7.1 An elected member of the Board shall be eligible for re-election to three (3) additional consecutive terms. The maximum number of consecutive years a member may serve on the Board is nine (9). 3.7.1.1 Exceptions to Subparagraph 3.7.1 may be approved on an individual basis by Subcommittee B by secret ballot vote of the members present at a regular meeting of Subcommittee B or by mail ballot. 3.7.2 The terms of the elected members of the Board shall be staggered such that two producer members and two user members are elected each year. The one general interest member officers shall constitute the executive committee of the board members, including but not limited to the following: • Chairperson • Vice chair • Secretary • Treasurer Officers may be elected every other year. 3.7.3 The reelected annually for terms that may not exceed their terms of office as directors. The executive committee shall further appoint board members to at least one committee in addition to their service on the elected Board board. Standing committees of board members shall commence on include the first day following: • Finance, audit, and governance committee • Academic committee • School culture committee These standing committees shall composed of January of the year following their election board members and shall end on 31 December of the succeeding yearschool administrators. 3.7.4 The terms of Board members elected by special election to fill vacancies shall commence as soon as their election is complete and shall end at the same time the term of the member they replaced would have ended. 3.7.4.1 The year in which a replacement Board member is elected shall constitute his first year in office (Reference Paragraph 3.7.1

Governing Body. 3.1 The System shall be under the jurisdiction of Subcommittee B and its operations subject to the annual approval Alliance Community Schools Board, dba Dayton Leadership Academies - Early Learning Academy, is charged with oversight of the ASTM Board operation of Directors. 3.2 The DLELA. ACS holds monthly board meetings and additional meetings as needed. ACS is responsible for meeting the expectations of the sponsorship contract, generating the strategic direction for DLELA, overseeing the fiscal management of DLELA, and monitoring the System shall be vested in the Test Monitoring Board which shall have nine (9) voting members elected by Subcommittee B and ex-officio not voting members as specified in Paragraph 3.2.2. 3.2.1 The nine voting members shall consist of four (4) user members, four (4) producer members and one (1) general interest member other than the general interest members defined as independent testing laboratories in Paragraph 1.3.10. 3.2.2 The ex-officio, not voting members shall consist performance of the Chairman of Subcommittee BExecutive Director, the Administrator of the Center, the chairmen of the Surveillance Panels whose tests are monitored by the Center, representatives of the independent testing laboratories conducting monitored tests, the chairmen of the Administrative and Technical Guidance CommitteesTreasurer, and the President Administrative Team in the daily management of ASTM DLELA . There shall be no fewer than five and no more than fifteen Board Members of ACS. Board Members shall be appointed for three-year terms with a maximum of three consecutive terms or his designee. 3.3 No two elected a total of nine years of consecutive service. Board Members shall be nominated by the Governance and Nominating Committee of the Board. The slate of nominees, upon recommendation of the Governance and Nominating Committee, shall be submitted to the members of the Board may represent prior to a vote to formally elect Board Members. A member who has served three consecutive, three-year terms will not be eligible for reappointment until a lapse of one year after the same voting interest. 3.4 Nominations to elective membership on the Board expiration of his/her last term. There shall be made by an ad hoc nominating committee of six (6) members consisting of the Chairman of Subcommittee B and Sections I, II and III of Subcommittee B; and two additional Subcommittee B members non-voting ex officio Board Members who are not on counted in determining the Board and are appointed by the Chairman quorum. These ex officio members shall include: • Executive Director of ACS • Appointed President of the Subcommittee B. The Chairman of Subcommittee B shall act as Chairman of the Nominating Committee. 3.5 The nominating committee shall report a slate of candidates, who have agreed to serve if elected, consisting of one nominee Parent Advisory Council for each expiring Board position to community school under the first regular meeting supervision of Subcommittee B each year. 3.5.1 Further nominations may be submitted within six weeks after this meeting. Such nominations must be signed ACS • Other ex officio members as determined by ten (10) members of Subcommittee B and submitted to the Secretary of Subcommittee B in writing. A nomination so made, if accepted by the nominee, shall be placed on the ballot. 3.6 Election of Board members shall be held during the three months prior to the last meeting of Subcommittee B each year. 3.6.1 Election shall be by secret letter ballot. The Secretary of Subcommittee B shall be responsible for issuing the ballots, receiving the marked ballots, and acting as teller. 3.6.2 The voter shall have the right to substitute any name or names of a corresponding number of names on the ballot. 3.7 Elected members of the Board Board Members shall serve as the following Officers. These Officers shall be elected for one- year terms from among the Board Members at an annual meeting normally held in May of two each year. The Officers shall constitute the Executive Committee of the Board Members, including, but not limited to: • Chairperson • Vice Chair • Secretary • Treasurer • Executive Director (2ex officio) years. 3.7.1 An elected member Officers may be reelected annually for terms that may not exceed their term of office as a Director. The Executive Committee shall further appoint Board Members to at least one committee in addition to their service on the Board. Standing committees of Board Members shall include: • Executive Committee • Governance and Nominating Committee • Finance and Facilities Committee These standing committees shall exclusively include Board Members. In addition to standing committees of the Board, ACS shall be served by advisory committees that may vary in number and scope as determined by the Board Members and approved by a vote of the Board Members. ACS Advisory Committees include Audit, Academic Affairs, and Family and Community Engagement. Board members serve on these committees, along with school administrators who have these particular responsibilities. Additional advisory committees of the Board shall be eligible for re-election to three (3) additional consecutive terms. The maximum number of consecutive years a member may serve on the Board is nine (9). 3.7.1.1 Exceptions to Subparagraph 3.7.1 may be approved on an individual basis by Subcommittee B by secret ballot vote of the members present at a regular meeting of Subcommittee B or by mail ballot. 3.7.2 The terms of the elected include members of the Board shall be staggered such that two producer members as well as other community leaders with the characteristics, leadership, and two user members are elected each year. The one general interest member shall be elected every other year. 3.7.3 The terms skills appropriate for the function of the elected Board members shall commence on the first day of January advisory committee. Advisory committees are chaired by one of the year following their election and shall end on 31 December of the succeeding yearBoard Members. 3.7.4 The terms of Board members elected by special election to fill vacancies shall commence as soon as their election is complete and shall end at the same time the term of the member they replaced would have ended. 3.7.4.1 The year in which a replacement Board member is elected shall constitute his first year in office (Reference Paragraph 3.7.1

Governing Body. 3.1 ‌ (a) The System Authority shall be under governed by the jurisdiction of Subcommittee B and its operations subject to the annual approval of the ASTM Board of Directors. 3.2 (b) The management of the System Board shall be vested in composed of up to the Test Monitoring Board which shall have following nine (9) voting members Directors:‌ (i) The Coordinating Assessor, who shall be an assessor of a Member Agency and appointed each Fiscal Year by a majority vote of the Member Agencies, but may not be the President or Treasurer of CAA. For avoidance of doubt, in the event a Coordinating Assessor is selected from among the existing Directors identified in Section 7.1(b)(iv) – (vi), the selected Coordinating Assessor shall at the start of the Fiscal Year for which they are selected vacate the Director position they previously held and the appointing authority shall select a replacement Director to serve out the balance of the Coordinating Assessor’s prior term as a Director identified in Section 7.1(b)(iv) through (vi). The Coordinating Assessor shall be responsible for coordinating the development of the Program with all counties, including any counties that do not become Member Agencies.‌ (ii) The President of CAA. (iii) The Treasurer of CAA. (iv) Two (2) Directors appointed by and representing Small Counties. These Directors shall be assessors of Small Counties and shall be elected by Subcommittee B a majority vote of the Small Counties unless otherwise specified by the Bylaws or the Small Counties.‌ (v) Two (2) Directors appointed by and ex-officio not voting members as representing Medium Counties. These Directors shall be assessors of Medium Counties and shall be elected by a majority vote of the Medium Counties unless otherwise specified in Paragraph 3.2.2by the Bylaws or the Medium Counties. 3.2.1 (vi) Two (2) Directors appointed by and representing Large Counties. These Directors shall be assessors of Large Counties and shall be elected by a majority vote of the Large Counties unless otherwise specified by the Bylaws or the Large Counties. (c) Each Director shall serve at the pleasure of their appointing authority. The nine voting members assessor for each Member Agency shall consist be the appointing authority for that Member Agency and entitled to cast votes related to Directors on behalf of four that Member Agency. (4d) user membersA Director representing a Small, four Medium, or Large County shall serve a two-year term and until the appointment of their successor, except as provided for in Section 7.1(h). Member Agencies shall be characterized as a Small, Medium, or Large County prior to each election of Directors. If a Director’s Member Agency has been re-characterized based on population changes, the Director may serve the remainder of their term. (4e) producer members Subject to Section 8.3(b)(ii), all the power and authority of the Authority shall be exercised by the Board. The Board may delegate such powers and authority, as the Board deems appropriate to the Coordinating Assessor or the Executive Director. (f) The Board may act by resolution or motion passed pursuant to the requirements of this Agreement, the Act, and any other applicable law. (g) The Board may adopt and enforce internal Authority bylaws, policies, rules, and regulations (“Bylaws”). The Bylaws may include procedures for the election and removal of Directors.‌ (h) Upon the Effective Date, the Board shall be composed of the Directors identified in Section 7.1(b)(ii) and (iii) and those Directors identified in Section 7.1(b)(b)(iv)-(vi) that can be appointed at such time based on the composition of Member Agencies and the number of Small, Medium, and Large Counties participating as Member Agencies. If any Director identified in Section 7.1(b)(b)(iv)-(vi) cannot be appointed on the Effective Date due to the lack of sufficient Member Agencies from Small, Medium, or Large Counties, they may be appointed whenever a seat may be filled based on the number and composition of Member Agencies. On or before December 31, 2022, the assessors of the Member Agencies shall appoint Directors meeting the requirements of this Agreement to serve from January 1, 2023 through June 30, 2023. Beginning on July 1, 2023, the Member Agencies shall appoint Directors meeting the requirements of this Agreement, provided that one (1) general interest member other than the general interest members defined as independent testing laboratories in Paragraph 1.3.10. 3.2.2 The ex-officio, not voting members shall consist of the Chairman of Subcommittee B, the Administrator of the Center, the chairmen of the Surveillance Panels whose tests are monitored by the Center, representatives of the independent testing laboratories conducting monitored tests, the chairmen of the Administrative and Technical Guidance Committees, and the President of ASTM or his designee. 3.3 No two elected members of the Board may represent the same voting interest. 3.4 Nominations to elective membership on the Board shall be made by an ad hoc nominating committee of six (6) members consisting of the Chairman of Subcommittee B and Sections I, II and III of Subcommittee B; and two additional Subcommittee B members who are not on the Board and are appointed by the Chairman of the Subcommittee B. The Chairman of Subcommittee B shall act as Chairman of the Nominating Committee. 3.5 The nominating committee shall report a slate of candidates, who have agreed to serve if elected, consisting of one nominee for each expiring Board position to the first regular meeting of Subcommittee B each year. 3.5.1 Further nominations may be submitted within six weeks after this meeting. Such nominations must be signed by ten (10) members of Subcommittee B and submitted to the Secretary of Subcommittee B in writing. A nomination so made, if accepted by the nominee, shall be placed on the ballot. 3.6 Election of Board members shall be held during the three months prior to the last meeting of Subcommittee B each year. 3.6.1 Election shall be by secret letter ballot. The Secretary of Subcommittee B shall be responsible for issuing the ballots, receiving the marked ballots, and acting as teller. 3.6.2 The voter shall have the right to substitute any name or names of a corresponding number of names on the ballot. 3.7 Elected members of the Board shall serve terms of two (2) years. 3.7.1 An elected member of the Board Directors identified in Section 7.1(b)(b)(iv)-(vi) representing Small, Medium, and Large Counties, respectively, shall be eligible appointed to serve a one-year term to ensure staggered terms for re-election the Directors representing Small, Medium, and Large Counties.‌ (i) Directors shall generally serve without compensation and shall be assessors of a county or city and county. A Director may be compensated by their employer for activities related to three (3) additional consecutive termsthe Authority. The maximum number of consecutive years a member may serve on To the extent budgeted, and as provided for by rule, the Board is nine (9). 3.7.1.1 Exceptions authorized to Subparagraph 3.7.1 may be approved on an individual basis by Subcommittee B by secret ballot vote pay expenses reasonable and necessarily incurred in the conduct of its business, including travel expenses to attend meetings and conferences related to the business of the members present at a regular meeting of Subcommittee B or by mail ballotAuthority. 3.7.2 The terms of the elected members of the Board shall be staggered such that two producer members and two user members are elected each year. The one general interest member shall be elected every other year. 3.7.3 The terms of the elected Board members shall commence on the first day of January of the year following their election and shall end on 31 December of the succeeding year. 3.7.4 The terms of Board members elected by special election to fill vacancies shall commence as soon as their election is complete and shall end at the same time the term of the member they replaced would have ended. 3.7.4.1 The year in which a replacement Board member is elected shall constitute his first year in office (Reference Paragraph 3.7.1

Governing Body. 3.1 The System governing body of the Authority shall be a seven (7) - member Board of Directors that includes Members, Contracting Entities and Interested Parties, as identified in this Agreement. Table 1 defines the apportionment of Board seats. Table 1 – NKSGSA Governing Body Seat Assignment 1 Fresno Irrigation District 2 Garfield Water District, International Water District, and Fresno Irrigation District1 3 Xxxxxx Water Co., Biola Community Services District, California State University-Fresno, and City of Kerman 4 City of Clovis 1 As identified in Exhibit C, Note 1: Fresno Irrigation District (“FID”), International Water District (“IWD”) and Garfield Water District (“GWD”) have entered into a separate written agreement dealing with how they will exercise the governance responsibilities and voting for Seat # 2, including but not limited to how to exercise the voting rights, succession rights, financial participation in the GSA, the consequences of any mergers or consolidation of any or all of those districts into municipalities, etc., as it affects this “Board Seat Portion” # 2 voting and participation rights in the NKGSA. All Members acknowledge that any withdrawal or termination of IWD or GWD from this JPA shall not divest FID’s retaining its interest in Seat 2 under that separate agreement, any § 5.03 Member vote under this JPA notwithstanding. 5 City of Fresno 6 County of Fresno 7 At-Large Directors shall be elected officials who have been appointed to serve on the jurisdiction Authority’s Board of Subcommittee B and its operations subject Directors by their respective boards, councils or commissions, or are the authorized representatives of a Member, Contracting Entity or Interested Party. Where a seat has more than one assigned Party to serve in a Director position, the designation of which Party shall serve a Board term shall be decided through mutual agreement of those who share that seat. If those who share the seat cannot reach a mutual agreement to assign one Party to the annual approval seat within sixty (60) days of the ASTM Board of Directors. 3.2 The management of the System shall be vested in the Test Monitoring Board which shall have nine (9) voting members elected by Subcommittee B and ex-officio not voting members as specified in Paragraph 3.2.2. 3.2.1 The nine voting members shall consist of four (4) user members, four (4) producer members and one (1) general interest member other than the general interest members defined as independent testing laboratories in Paragraph 1.3.10. 3.2.2 The ex-officio, not voting members shall consist of the Chairman of Subcommittee Bseat becoming available, the Administrator of the Center, the chairmen of the Surveillance Panels whose tests are monitored decision will be made by the Center, representatives of the independent testing laboratories conducting monitored tests, the chairmen of the Administrative and Technical Guidance Committees, and the President of ASTM or his designee. 3.3 No two elected remaining members of the Board may represent of Directors. The At-Large seat is appointed by a vote of the same voting interest. 3.4 Nominations to elective membership remaining Board of Directors of the Authority. Those eligible for this At-Large seat include municipal/industrial water supply Members not currently serving on the Board shall be made by an ad hoc nominating committee of six (6) members consisting of the Chairman of Subcommittee B and Sections IDirectors, II and III of Subcommittee B; and two additional Subcommittee B members who are not on the Board and are appointed by the Chairman of the Subcommittee B. The Chairman of Subcommittee B shall act as Chairman of the Nominating Committee. 3.5 The nominating committee shall report a slate of candidates, who have agreed to serve if elected, consisting of one nominee for each expiring Board position to the first regular meeting of Subcommittee B each year. 3.5.1 Further nominations may be submitted within six weeks after this meeting. Such nominations must be signed by ten (10) members of Subcommittee B and submitted to the Secretary of Subcommittee B in writing. A nomination so made, if accepted by the nominee, shall be placed on the ballot. 3.6 Election of Board members shall be held during the three months prior to the last meeting of Subcommittee B each year. 3.6.1 Election shall be by secret letter ballot. The Secretary of Subcommittee B shall be responsible for issuing the ballots, receiving the marked ballotsContracting Entities, and acting as tellerInterested Parties. 3.6.2 The voter shall have the right to substitute any name or names of a corresponding number of names on the ballot. 3.7 Elected members of the Board shall serve terms of two (2) years. 3.7.1 An elected member of the Board shall be eligible for re-election to three (3) additional consecutive terms. The maximum number of consecutive years a member may serve on the Board is nine (9). 3.7.1.1 Exceptions to Subparagraph 3.7.1 may be approved on an individual basis by Subcommittee B by secret ballot vote of the members present at a regular meeting of Subcommittee B or by mail ballot. 3.7.2 The terms of the elected members of the Board shall be staggered such that two producer members and two user members are elected each year. The one general interest member shall be elected every other year. 3.7.3 The terms of the elected Board members shall commence on the first day of January of the year following their election and shall end on 31 December of the succeeding year. 3.7.4 The terms of Board members elected by special election to fill vacancies shall commence as soon as their election is complete and shall end at the same time the term of the member they replaced would have ended. 3.7.4.1 The year in which a replacement Board member is elected shall constitute his first year in office (Reference Paragraph 3.7.1