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Attachment 1 <br />Page 6 of 14 <br /> <br />Approved [insert date] <br />commissions, boards, and committees as the Board deems appropriate to assist the Board in <br />carrying out its functions and implementing the CCA Program, other energy programs and the <br />provisions of this Agreement which shall comply with the requirements of the Ralph M. Brown <br />Act. The Board may establish rules, regulations, policies, bylaws or procedures to govern any such <br />commissions, boards, or committees if the Board deems appropriate to appoint such commissions, <br />boards or committees, and shall determine whether members shall be compensated or entitled to <br />reimbursement for expenses. <br /> <br />3.6 Director Compensation. Directors shall serve without compensation from the Authority. <br />However, Directors may be compensated by their respective appointing authorities. The Board, <br />however, may adopt by resolution a policy relating to the reimbursement by the Authority of <br />expenses incurred by Directors. <br /> <br />3.7 Voting In general, as described below in Section 3.7.3, action by the Authority Board will <br />be taken solely by a majority vote of the Directors present. However, as described below in Section <br />3.7.4, upon request of a Director, a weighted vote by shares will also be conducted. When such a <br />request is made, an action must be approved by both a majority vote of Directors present and a <br />majority of the weighted vote by shares present. No action may be approved solely by a vote by <br />shares. The voting shares of Directors and approval requirements for actions of the Board shall be <br />as follows: <br /> <br />3.7.1. Voting Shares. <br /> <br />Each Director shall have a voting share as determined by the following formula: (Annual <br />Energy Use/Total Annual Energy) multiplied by 100, where <br /> <br />(a) “Annual Energy Use” means, (i) with respect to the first year following the <br />Effective Date, the annual electricity usage, expressed in kilowatt hours (“kWh”), <br />within the Party’s respective jurisdiction and (ii) with respect to the period after the <br />anniversary of the Effective Date, the annual electricity usage, expressed in kWh, <br />of accounts within a Party’s respective jurisdiction that are served by the <br />Authority; and <br /> <br />(b) “Total Annual Energy” means the sum of all Parties’ Annual Energy Use. The <br />initial values for Annual Energy Use will be designated in Exhibit C, and shall be <br />adjusted annually as soon as reasonably practicable after January 1, but no later <br />than March 1 of each year. These adjustments shall be approved by the Board. <br /> <br />(c) The combined voting share of all Directors representing the County of San <br />Mateo shall be based upon the annual electricity usage within the unincorporated <br />area of San Mateo County. <br /> <br />For the purposes of Weighted Voting, if a Party has more than one director, then the <br />voting shares allocated to the entity shall be equally divided amongst its Directors. <br /> <br />3.7.2. Exhibit Showing Voting Shares. The initial voting shares will be set forth in <br />Exhibit D. Exhibit D shall be revised no less than annually as necessary to account for <br />changes in the number of Parties and changes in the Parties’ Annual Energy Use. Exhibit <br />7.A - Page 13