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(1} The Board shall elec# annually a Chair from among its membership to preside at meetings and shall select a Secretary who may, but need not, be a Director. The Board may, from time to time, elect such other officers as the Board shall deem necessary or convenient to conduct the affairs of the Authority. (2) The Board may adopt by resolution rules of procedure, nat inconsistent with the provisions of this Agreement, to govern the conduct of its meetings. Such rules of procedure shall be in accordance with the Ralph M. Brown Act (Govemmen# Cade Section 54950 of seq.). (3) Directors of the Board and designated officials and employees, if any, shall comply with the Political Reform Act of 1974, Ttle 9 of the California Govemment Code (commencing with Section 81000 et seq.}. d. Fiscal Matters. (1) Treasurer and Auditor. (A) Except as provided in Subsection (C), below, the treasurer and auditor of County, respectively, are designated the Treasurer and Auditor of the Authority with the powers, duties, and responsibilities specified in the Act, including, without limitation, Sections 6505 and 6505.5 thereof. (B) The Board shall designate a certified public accountant as the independent auditor of the Authority with the powers, duties, and responsibilities specified in the Act, including, without limitation, Sections 6505 and 6505.5. (C) Notwithstanding Subsection (A) above, the Board may at any time appoint one or more of the Authority's officers or employees to either or both of the positions of Treasurer or Auditor as provided in the Act. (2) Custodian of Property. The Treasurer and Auditor of the Authority shall ~ the public officers who have charge of, handle, and have access to, the Authority's property and shall file wi#h the Authority an official bond in the amount set by the Board. (3) Accounts and Reports. The Board shall establish and maintain such funds and accounts as maybe required by generally accepted public accounting practice. The books and records of the Authority shall be apen to inspection at all reasonable times to the Members and their respective representatives. The accounts shall be prepared and maintained by the Treasurer and Auditor of the Authority. The Authority shall, within one hundred twenty (120) days after the close of each fiscal year, cause an independent audit of all financial activities for such fiscal year to be prepared by the independent certified public accountant employed by the Authority in accordance with Govemment Code Section 6505. The Authority shall promptly deliver copies of the audit report to each member of the Board and the Members. Joint Exercise of Powers Agreement for the East Bay Regional Communications System Authority Final Agreement: May 22, 2007 Page 7 of 11