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"Members"means the parties to this Agreement, including all Initial Members and any <br /> Subsequent Members,unless and until such party withdraws from participating in the Coalition <br /> in accordance with Section 6.B. <br /> "Subsequent Member"means an entity that becomes a party to this Agreement in <br /> accordance with Section 6.A. <br /> SECTION 2 <br /> Purpose <br /> The purpose of the Coalition is to provide a vehicle for participating agencies to work <br /> together to: (i) explore biosolids management issues and technologies, and (ii)develop a <br /> regional project to diversify biosolids management options. The regional project may <br /> ultimately consist of one facility or multiple facilities. <br /> SECTION 3 <br /> Decision Making <br /> A. Steering Committee. <br /> a. Representatives. Each Member may appoint one individual to serve as its <br /> representative on the Coalition's steering committee (the"Steering Committee"). <br /> Each such individual is a"Representative." In addition, each Member may <br /> appoint an individual to serve in place of its Representative, in the event its <br /> Representative is unable to attend a meeting of the Steering Committee (an <br /> "Alternate"). Each Member's Representative and Alternate must be a senior <br /> manager of the Member(s)he represents. By entering into this Agreement, each <br /> Member represents that its Representative and Alternate have the authority to vote <br /> on any issue before the Steering Committee and to bind the Member(s)he <br /> represents. <br /> b. Responsibilities. The Steering Committee is the decision-making body of the <br /> Coalition. The Steering Committee decides all matters that affect the Coalition. <br /> The Steering Committee oversees all financial matters affecting the Coalition, <br /> including the expenditure of Coalition funds. <br /> c. Voting. Each Representative has one vote. In order for a Member to cast a vote, <br /> the Member's Representative or Alternate must attend the meeting of the Steering <br /> Committee at which a vote is taken. If neither a Member's Representative nor its <br /> Alternate is able to attend a meeting of the Steering Committee in person,the <br /> Member's Representative or Alternate may attend by phone. If a Representative <br /> or Alternate is attending a meeting of the Steering Committee by phone,any vote <br /> taken at such meeting is to be taken by roll call and all other requirements of a <br /> teleconferenced meeting under the Ralph M. Brown Act, as defined below, will <br /> be observed. <br /> Amended and Restated JEPA v7.2 3 <br /> B0342001/1345905-5 <br />