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Attachment 1 <br />Page 5 of 14 <br /> <br />Approved [insert date] <br />Agreement, or (2) staff members of the County or any such municipality. <br /> <br />3.2 Quorum. A majority of the appointed Directors shall constitute a quorum, except that less <br />than a quorum may adjourn from time to time in accordance with law. <br /> <br />3.3 Powers and Functions of the Board. The Board shall exercise general governance and <br />oversight over the business and activities of the Authority, consistent with this Agreement and <br />applicable law. The Board shall provide general policy guidance to the CCA Program. Board <br />approval shall be required for any of the following actions: <br /> <br />3.3.1 The issuance of bonds or any other financing even if program revenues are <br />expected to pay for such financing. <br /> <br />3.3.2 The hiring or termination of the Chief Executive Officer and General Counsel. <br /> <br />3.3.3 The appointment or removal of officers described in Section 3.9, subject to Section <br />3.9.3. <br /> <br />3.3.4 The adoption of the Annual Budget. <br /> <br />3.3.5 The adoption of an ordinance. <br /> <br />3.3.6 The approval of agreements, except as provided by Section 3.4. <br /> <br />3.3.7 The initiation or resolution of claims and litigation where the Authority will be the <br />defendant, plaintiff, petitioner, respondent, cross complainant or cross petitioner, or <br />intervenor; provided, however, that the Chief Executive Officer or General <br />Counsel, on behalf of the Authority, may intervene in, become a party to, or file <br />comments with respect to any proceeding pending at the California Public Utilities <br />Commission, the Federal Energy Regulatory Commission, or any other <br />administrative agency, without approval of the Board as long as such action is <br />consistent with any adopted Board policies. <br /> <br />3.3.8 The setting of rates for power sold by the Authority and the setting of charges for <br />any other category of service provided by the Authority. <br /> <br />3.3.9 Termination of the CCA Program. <br /> <br />3.4 Chief Executive Officer. The Board of Directors shall appoint a Chief Executive Officer <br />for the Authority, who shall be responsible for the day-to-day operation and management of the <br />Authority and the CCA Program. The Chief Executive Officer may exercise all powers of the <br />Authority, including the power to hire, discipline and terminate employees as well as the power to <br />approve any agreement if the total amount payable under the agreement is less than $100,000 in <br />any fiscal year, except the powers specifically set forth in Section 3.3 or those powers which by law <br />must be exercised by the Board of Directors. <br /> <br />3.5 Commissions, Boards, and Committees. The Board may establish any advisory <br />7.A - Page 12