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6.3.A. - Page 17 <br /> proceeding, had no reasonable cause to believe his or her conduct was unlawful and, in the case of <br /> an action by or in the right of the Authority, acted with such care, including reasonable inquiry, as <br /> an ordinarily prudent person in a like position would use under similar circumstances. <br /> 18. Immunities <br /> All of the privileges and immunities from liabilities, exemptions from law, ordinances and <br /> rules, all pension, relief, disability, workers' compensation and other benefits which apply to the <br /> activity of officers, agents or employees of any of the Members or Associate Members when <br /> performing their respective functions, shall apply to them to the same degree and extent while <br /> engaged as Delegates or otherwise as an officer, agent or other representative of the Authority or <br /> while engaged in the performance of any of their functions or duties under the provisions of this <br /> Agreement. <br /> 19. Amendment <br /> This Agreement may be amended by the adoption of the amendment by the governing <br /> bodies of a majority of the Members. The amendment shall become effective on the first day of <br /> the month following the last required member agency approval. An amendment may be initiated <br /> by the Board,upon approval by a majority of the Board. Any proposed amendment,including the <br /> text of the proposed change, shall be given by the Board to each Member's Delegate for <br /> presentation and action by each Member's board within 60 days, which time may be extended by <br /> the Board. <br /> The list of Members, Attachment 1, may be updated to reflect new and/or withdrawn <br /> Members without requiring formal amendment of the Agreement by the Authority Board of <br /> Directors. <br /> 20. Withdrawal of Member or Associate Member <br /> If a Member withdraws as member of RCRC, its membership in the Authority shall <br /> automatically terminate. A Member or Associate Member may withdraw from this Agreement <br /> upon written notice to the Board; provided however, that no such withdrawal shall result in the <br /> dissolution of the Authority as long as any Bonds or other obligations of the Authority remain <br /> outstanding. Any such withdrawal shall become effective thirty (30) days after a resolution adopted <br /> by the Member's governing body which authorizes withdrawal is received by the Authority. <br /> Notwithstanding the foregoing, any termination of membership or withdrawal from the Authority <br /> shall not operate to relieve any terminated or withdrawing Member or Associate Member from <br /> Obligations incurred by such terminated or withdrawing Member or Associate Member prior to <br /> the time of its termination or withdrawal. <br /> 20. Miscellaneous <br /> a. Counterparts. This Agreement may be executed in several counterparts, each of <br /> which shall be an original and all of which shall constitute but one and the same instrument. <br /> b. Construction. The section headings herein are for convenience only and are not to <br /> Page 10 of 13 <br />