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7. Governing Board <br /> • <br /> a. The Board shall consist of the number of Delegates equal to one representative <br /> from each Member. <br /> b. The governing body of each Member shall appoint one of its Supervisors to serve <br /> as a Delegate on the Board. A Member's appointment of its Delegate shall be delivered in writing <br /> (which may be by electronic mail) to the Authority and shall be effective until be or she is replaced <br /> by such governing body or no longer a Supervisor; any vacancy shall be filled by the governing' <br /> body of the Member in the same mvmer provided in this paragraph b.. <br /> c. The governing body of each Member of the Board shall appoint a Supervisor as an <br /> alternate to serve'on the Board in the absence of the Delegate; the alternate may exercise all the <br /> rights and privileges of the Delegate, including the right to be counted in constituting a quorum, to <br /> participate in the proceedings of the Board, and to vote upon any and all matters. No alternate <br /> _ may have more than one vote at any meeting of the Board, and any Member's designation of an <br /> alternate shall be delivered in writing (which niay be by electronic mail) to the Authority and shall <br /> be effective until such alternate is replaced by his or her governing body or is no longer a <br /> Supervisor, unless otherwise specified in such appointment. Any vacancy shall be filled by the <br /> governing body of the Member in the same manner provided in this paragraph c.. <br /> d. Any person who is not a member of the governing body of a Member and who <br /> attends a meeting on behalf of such Member may not vote or be counted toward a quorum but <br /> may,at the discretion of the Chair,participate in open meetings he or she attends. <br /> e. . Each Associate Member may designate a non-voting representative to the Board <br /> who may not be counted toward a quorum but who may attend open meetings, propose agenda <br /> items and otherwise participate in Board Meetings. <br /> f. Delegates shall not receive compensation for serving as Delegates, but may claim <br /> and receive reimbursement for expenses actually incurred in connection with such service <br /> pursuant to rules approved by the Board and subject to the availability of funds. <br /> g. The Board shall have the power, by resolution, to the extent permitted by the Act <br /> or any other applicable law, to exercise any powers of the Authority and to delegate any of its <br /> functions to the Executive Committee or one or more Delegates, officers or agents of the <br /> Authority, and to cause. any authorized Delegate, officer or agent to take any actions•and execute <br /> any documents for and in tie name and on behalf of the Board or the Authority. <br /> h. The Board may establish other committees as it deems necessary for any lawful <br /> purpose; such committees are advisory only and may not act or purport to act on behalf of the <br /> Board or the Authority. <br /> • i. The Board shall develop, or cause to be developed, and review, modify as <br /> necessary, and adopt each Program. <br />e, or any officer, agent or employee of the Authority in an individual capacity, and neither <br /> the Board nor any officer thereof executing the Bonds or any document related thereto shall be <br /> liable personally on any Bond or be subject to any personal liability or accountability by reason of <br /> the issuance of any Bonds. <br />n connection with the Authority PACE Program. <br /> NOW, THEREFORE BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF <br /> PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING: <br />nd collection of special taxes or any required remedial action in the case of <br /> delinquencies in the payment of any special taxes in connection with the District. <br />