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(s) Other functions and responsibilities as may be added by amendments to this Agreement pursuant to Section 19. 8. ANNUAL BUDGET. The ACTC shall adopt by June 30 of each year a budget for the succeeding fiscal year setting forth all administrative, operational and capital expenses for the ACTC, together with the apportionment of such expenses by levy against each Local Agency and Member Transit Operator. The budget shall reflect allocations to dedicated funding sources and the restrictions on salaries and benefits and on administrative expenses that apply to existing Measure B funds and any sales tax funds to be received by ACTC in the future. The fiscal year shall be July 1 to June 30. An alternative fiscal year may be established by the ACTC. The ACTC shall notify and provide a copy of the proposed budget to each Local Agency and Member Transit Operator thirty (30) days prior to the adoption of the budget. 9. BOUNDARIES. The boundaries of the ACTC shall be the boundaries of the County of Alameda. 10. ORGANIZATION. (a) Board. The ACTC shall be governed by the board which shall exercise all powers and authority on behalf of the ACTC. The governing Board of the ACTC is empowered to establish its own procedures. The Board may do any and all things necessary to carry out the purposes of this Agreement. (b) Board membership. The ACTC Board shall be composed as follows: (i) Each member of the Alameda County Board of Supervisors who shall each have one vote, except that at each ACTC Board meeting, the Supervisor actually present at the meeting with the longest service on the Board of Supervisors shall have two votes; (ii) Two members representing the City of Oakland, with the member with the longest service on ACTC (or previously on ACCMA or ACTIA) having three votes and the other member having one vote; (iii) One member representing the City of Fremont and one member representing the City of Hayward, each of whom shall have two votes; (iv) Eleven members each representing one of the other 11 Cities in Alameda County, each of whom shall have one vote; and (v) One representative of BART and one representative of AC Transit, each of whom shall have one vote. (vi) Notwithstanding the foregoing, only members of bodies who have paid or allocated the fees set by the ACTC Board shall be entitled to be members of the ACTC Board. 000230.0026 \1453006.5 5