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ARTICLE 5 - DEBTS AND LIABILITIES <br /> 5.1. The debts, liabilities and obligations of ABAG POWER will not be the debts, <br /> liabilities or obligations of any or all of the Members. However, nothing in this section or <br /> the JPA: <br /> 5.1.1. prevents a Member or Members from ag~eing, in a separate <br /> agr~anent, to be jointly and/or severally fiable, in whole or in part, for any debt, obligation <br /> or liability of ABAG POWER, including but not limited to, any bond or other debt <br /> instrument issued by ABAG POWER, or <br /> 5.1.2. impairs the ability of any Memberto undertake the responsibility <br /> described in subsection 5.1.1 of this section. <br /> <br /> ARTICLE 6 - DIRECTORS <br /> 6.1. Powers. <br /> 6.1.1. ~ Subject to the pmvisions ofthese Bylaws and the <br />JPA, the business and affairs of ABAG POWER will be managed, and all powexs will be <br />exercised, under the policy direction of the Board. <br /> 6.1.2. S_t~'eific Powers. Without prejudice to these general powers, the <br />Board also has the power to borrow money and incur indebtedness on behalf of ABAG <br />POWER and cause to be executed ~nd delivered for ABAG POWER's purposes, in ABAG <br />POWER's name, promissory notes, bonds, deeds of trust, mortgages, pledges, <br />hypothecations, and other evidences of debt and securities and certificates of participation. <br /> 6.1.3. ~ Guidelines. The Board also has the power to establish <br />guidelines for the types of Programs to be undertaken by ABAG POWER. <br /> 6.2. DimtoE and Alterrl~es. Each Member will appoint a director, and may <br />appoint an alternate director to the Board. The director and/or the alternate may be an <br />elected official. <br /> <br /> 6.3. Vacancies. <br /> 6.3.1. Vacancies. Vacancies in directors' position will be filled as <br />provided in Section 6.2. <br /> 6.3.2, EventsCausin~Vatl/lCy. A vlem~"y on the Board e0d~ on the <br />occurrence of the following,:. (i) the death of mty ~ (ii) th~ x~noval, dismissal or <br />resignation of a director from the position he/she held with the Member at the time he/she <br />became a director; (iii) the declaration by resolution of the Boant of a vacancy of the office <br />of a d~"ctor who has been declared of unsound mind by an order of court or convicted of a <br />felony; or (iv) written notice to the Secretary from the appointing Member stating that the <br /> <br /> 2 ABAG POWER Bylaws <br /> <br /> <br />