Common use of Powers Reserved to Board of Directors and Limitations Thereon Clause in Contracts

Powers Reserved to Board of Directors and Limitations Thereon. 5.4.1. The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of staff and approval of the Activity Participants; provided, the Board of Directors may not alter the Activity Agreement annual budgets without staff’s review and recommendation or Activity Participant approval of such alteration. 5.4.2. The Board of Directors shall have the right, upon recommendation of or in consultation with staff and Activity Participants, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the IRWM-MOA with each entity seeking to become an IRWM-MOA Participant; provided, that no amendment of this Activity Agreement shall be required to add new Activity Participants prior to September 1, 2019. 5.4.3. The Board of Directors shall have the right, upon the recommendation of or in consultation with staff, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. 5.4.4. When an Activity Participant fails or refuses to participate financially for a period of time longer than six (6) months after written notice from the Authority without entering into an agreement with the Authority to cure any financial default or to meet any other obligation required for its active participating in the Activity Agreement or under its IRWM-MOA, the Board of Directors, on the recommendation of staff, one or more Activity Participant, and/or any ad hoc working group, shall determine whether or not such Activity Participant shall be deemed to have withdrawn from the Agreement or from participation pursuant to its IRWM-MOA. Such vote shall not preclude reinstatement of the deemed withdrawn agency by agreement of the Activity Participants and the Authority. 5.4.5. The Board of Directors delegates to staff the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and IRWM-MOAs, without the required approval of the Board of Directors except as specifically provided in Sections 5.4.1-5.

Powers Reserved to Board of Directors and Limitations Thereon. 5.4.1. a. The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets Annual Budgets based upon the recommendation of staff the Management Committee and approval of the Activity Participants; provided, the Board of Directors may not alter the Activity Agreement annual budgets Annual Budgets without staffthe Management Committee’s review and recommendation or Activity Participant approval of such alteration. 5.4.2. b. The Board of Directors shall have the right, upon recommendation of or in consultation with staff and Activity Participantsthe Management Committee, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the IRWMSS-MOA MOAs with each entity agency seeking to become an IRWMa SS-MOA Participant; provided, that no amendment of this Activity Agreement shall be required to add new Activity Participants Agreement Members prior to September 1February 28, 20192017. 5.4.3. c. The Board of Directors shall have the right, upon the recommendation of or in consultation with staffthe Management Committee, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. 5.4.4. When an Activity Participant fails or refuses to participate financially for a period of time longer than six (6) months after written notice from the Authority without entering into an agreement with the Authority to cure any financial default or to meet any other obligation required for its active participating in the Activity Agreement or under its IRWM-MOA, the Board of Directors, on the recommendation of staff, one or more Activity Participant, and/or any ad hoc working group, shall determine whether or not such Activity Participant shall be deemed to have withdrawn from the Agreement or from participation pursuant to its IRWM-MOA. Such vote shall not preclude reinstatement of the deemed withdrawn agency by agreement of the Activity Participants and the Authority. 5.4.5. d. The Board of Directors delegates to staff the Management Committee the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and IRWMany SS-MOAs, without the required approval of the Board of Directors except as specifically provided in Sections 5.4.1-54.4a through c. Also except as set forth in Sections 4.4a through c and 8.3, this delegation shall specifically include, but not be limited to, the authority to enter into contracts within approved Activity Agreement budgets.

Powers Reserved to Board of Directors and Limitations Thereon. 5.4.1. a) The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of staff and approval of the Activity Participants; provided, the Board of Directors may not only alter the an Activity Agreement annual budgets without staff’s review and recommendation or budget in a manner consistent with the Activity Participant approval of such alteration.Participants’ recommendation. or 5.4.2. b) The Board of Directors shall have the right, upon recommendation of or in consultation with staff staff, and the approval of Activity Participants, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the IRWM-MOA MOU with each entity seeking to become an IRWMa Non-MOA ParticipantMember Participating Party; provided, that no amendment of this Activity Agreement shall be required to add new Activity Participants Agreement Members prior to September 1[DATE], 20192022. 5.4.3. c) The Board of Directors shall have the right, upon the recommendation of in consultation with staff, and the approval of Activity Participants, in the form of formal Board action, to authorize execution of all agreements relating to the Reservoir Expansion Project. d) The Board of Directors shall have the right, upon the recommendation of or in consultation with staff, and the approval of Activity Participants, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. 5.4.4. When an Activity Participant fails or refuses to participate financially for a period of time longer than six (6) months after written notice from ; provided if that action is taken at the Authority without entering into an agreement with the Authority to cure any financial default or to meet any other obligation required for its active participating in the Activity Agreement or under its IRWM-MOA, the Board of Directors, on the recommendation of staff, one or more Activity Participant, and/or any ad hoc working group, shall determine whether or not such Activity Participant shall be deemed to have withdrawn from the Agreement or from participation pursuant to its IRWM-MOA. Such vote shall not preclude reinstatement of the deemed withdrawn agency by agreement request of the Activity Participants and then the Authoritycosts for such action shall be borne by the Activity Participants. 5.4.5. e) The Board of Directors delegates to staff the authority power to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and IRWM-MOAsMOUs, without the required approval of the Board of Directors except as specifically provided in Sections 5.4.1-5this Section 5.2. Also, except as set forth in this Section 5.2, tThis delegation shall specifically include, but not be limited to, the authority power to enter into contracts within approved Activity Agreement budgets.

Powers Reserved to Board of Directors and Limitations Thereon. 5.4.1. a) The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of staff and approval of the Activity ParticipantsAgreement Members; provided, the Board of Directors may not only alter an Activity Agreement annual budget in a manner consistent with the Activity Agreement annual budgets without staff’s review and recommendation or Activity Participant approval of such alterationMembers recommendation. 5.4.2. b) The Board of Directors shall have the right, upon recommendation of or in consultation with staff and Activity ParticipantsAgreement Members, to approve all amendments to this Activity Agreement. c) The Board of Directors shall have the right, including any amendment terminating upon the recommendation of one or more affected Activity AgreementAgreement Members in the form of formal Board action, to authorize execution of all Service Agreements and Special Project Agreements, and other agreements relating to approve the IRWM-MOA with each entity seeking to become an IRWM-MOA Participant; provided, that no amendment of this Activity Agreement shall be required to add new Activity Participants prior to September 1, 2019LVE Project. 5.4.3. d) The Board of Directors shall have the right, upon the recommendation of or in consultation with staffthe Activity Agreement Members, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. 5.4.4. When an Activity Participant fails or refuses to participate financially for a period ; provided if that action is taken at the request of time longer than six (6) months after written notice from the Authority without entering into an agreement with the Authority to cure any financial default or to meet any other obligation required for its active participating in the Activity Agreement or under its IRWM-MOA, Members then the Board of Directors, on the recommendation of staff, one or more Activity Participant, and/or any ad hoc working group, shall determine whether or not costs for such Activity Participant action shall be deemed to have withdrawn from the Agreement or from participation pursuant to its IRWM-MOA. Such vote shall not preclude reinstatement of the deemed withdrawn agency borne by agreement of the Activity Participants and the AuthorityAgreement Members. 5.4.5. e) The Board of Directors delegates to staff the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and IRWM-MOAsAgreement, without the required approval of the Board of Directors except as specifically provided in Sections 5.4.1-5this Section 5.2. Also, except as set forth in this Section 5.2, this delegation shall specifically include, but not be limited to, the authority to enter into contracts within approved Activity Agreement budgets.

Powers Reserved to Board of Directors and Limitations Thereon. 5.4.1. (a) The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of staff the Management Committee and approval of the Activity Participants; provided, the Board of Directors may not alter the Activity Agreement annual budgets without staffthe Management Committee’s review and recommendation or Activity Participant approval of such alteration. 5.4.2. (b) The Board of Directors shall have the right, upon recommendation of or in consultation with staff and Activity Participantsthe Management Committee, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the IRWMSS-MOA with each entity seeking to become an IRWMa SS-MOA Participant; provided, that no amendment of this Activity Agreement shall be required to add new Activity Participants Agreement Members prior to September 1February 28, 20192017. 5.4.3. (c) The Board of Directors shall have the right, upon the recommendation of or in consultation with staffthe Management Committee, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. 5.4.4. When an Activity Participant fails or refuses to participate financially for a period of time longer than six (6d) months after written notice from the Authority without entering into an agreement with the Authority to cure any financial default or to meet any other obligation required for its active participating in the Activity Agreement or under its IRWM-MOA, the Board of Directors, on the recommendation of staff, one or more Activity Participant, and/or any ad hoc working group, shall determine whether or not such Activity Participant shall be deemed to have withdrawn from the Agreement or from participation pursuant to its IRWM-MOA. Such vote shall not preclude reinstatement of the deemed withdrawn agency by agreement of the Activity Participants and the Authority. 5.4.5. The Board of Directors delegates to staff the Management Committee the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and IRWMSS-MOAs, without the required approval of the Board of Directors except as specifically provided in Sections 5.4.14.4(a-5c). Also except as set forth in Sections 4.4(a-c) and 8.3, this delegation shall specifically include, but not be limited to, the authority to enter into contracts within approved Activity Agreement budgets.