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Section 3.2. Composition. There shall be seven (7) members of the Board of Directors. Each city Member Jurisdiction shall appoint two (2) regular representatives to the Board of Directors. The County of Alameda shall appoint one (1) regular representative. In the event an additional municipal Member Jurisdiction joins the Authority, the authorized membership of the Board of Directors shall increase by two (2) members and each new Member Jurisdiction shall appoint two (2) regular representatives to serve on the Board of Directors. Section 3.3. Alternates. In addition to their regular representatives, each Member Jurisdiction may appoint one (1) alternate representative to act in the absence of the Member's regular representatives. Section 3.4. Qualifications. Representatives shall be elected members of the governing boards of the Member Jurisdictions. With the exception of the alternate from the County of Alameda, alternates shall be elected members of the governing bodies of the Member Jurisdictions. The alternate from the County of Alameda shall be appointed by the Board of Supervisors. Any Director or alternate Director that is an elected member of the Member Jurisdiction's governing board shall cease to be a Director when such person ceases to hold that office Section 3.5. Selections and Approval. Representatives shall serve solely at the pleasure of the appointing Member Jurisdiction and shall be appointed in a manner established by the Member Jurisdiction. All vacancies on the Board shall be filled by the Member Jurisdiction with thirty (30) days of the effective date of the vacancy or as soon thereafter as the Member Jurisdiction may legally act. Section 3.6. Participation in Decisions AffectingLMember Jurisdictions. An elected member of the governing body of a Member Jurisdiction shall not be prohibited by reason of such office from also participating as a representative to the Board of Directors of Authority while it is considering or acting upon a contract, lease, or other transaction with such Member Jurisdiction. Section 3.7. Committees. The Board of Directors shall establish such committees, either standing or ad hoc, as it deems necessary and appropriate to assist the Authority in carrying out the purposes of the Agreement. The establishment of standing committees, as well as their composition, method of appointment, governance, role and purpose, shall be designated in the By-Laws of the Authority as adopted by the Board. Section 3.8. Meetings. All meetings of the Board of Directors shall be public meetings unless a specified closed session is held in accordance with the Ralph M. Brown Act (California Government Code Section 54950 et seq.) ("Brown Act"). The Board shall hold regular meetings at such dates and times as are fixed pursuant to a procedure that shall be established by the By- Laws. Special meetings and emergency meetings of the Board of Directors may be called in accordance with State law and pursuant to the By-Laws. All meetings of the Board of Directors, including without limitation, regular, adjourned regular, and special meetings, shall be called, noticed, held and conducted in compliance with the provisions of the Brown Act. 4