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Delegate, or ally officer, agent or employee ol' the Authority ill all iliclividual capacity, and neither <br />the Board nor any otlieer thereol- executing clic Bonds or any document related thereto sliall be <br />liable personally on any Bond or be subjec t to any personal liabilih or accountability by reason of <br />the issuance of ally Bonds. <br />7. Governing Board <br />a. The Board shall consist of clic number of' Delegates equal to one representative <br />from each Member. <br />b. The governing bo(ly of each �Meniber shall appoint one ol• its Supenisors to serve <br />as a Delegate oil the Boal -d. A Member's appointment of- its Delegate shall be delivered in "Titing <br />(wlucll may be by electronic mail) to the Authority and shall be ellcctive until Ile or she is replaced <br />by such govenling body or ito longer a Supervisor; any varnu•y shall be tilled by the governing <br />body of' the Member in the satne manner provided in this paragraph b.. <br />C. The govenling body of* each Member of the Board shall appoint a Supen'isor as gun <br />alternate to serve oil the Boarcl ill lite absence ol• the Delegate; the alternate may exercise all the <br />rights alid privileges of the Delegate, ilicludulg the right to be c011111ecl ill constituting a quonini, to <br />participate in the proceedings of die Board, wid to vote upon ally and all matters. No alternate <br />may have more [hills one vote at inly tllecting of the Board, and ally Meniber's desiglrltion of an <br />alternate shall be delivered iu writing (lvllich rna)' be by electronic snail) to the Authority and shall <br />be eflcc•tive until such alternate is replaced by his or her governing body or is no longer a <br />Supervisor, unless otllenVise specified iii such appointment. Any vacanc•v shall be fillets by the <br />governing hotly of the Member lit the wont manner provided in this paragraph c.. <br />d. Xily person who is not a member of" tale governing body of a Member and who <br />attends a meeting oil behall of such Member may not vote or be counted toward a quor(un but <br />may, at clic discretion of the Chair, participate in open neetings lie or she attends. <br />C. Each Associate Member Islav designate a lion-voling representative to the Board <br />who may not be counted tor<<trd a quorum but who may attend open uieetings, propose agenda <br />itenis and otlienvisc participate in Board \icetitlgs. <br />C Delegates shall not rceCiyc (•ollipcilsation for serving as Delegates, hitt rrlay claim <br />and receive reillibursclricnt fi)r expenses actually incurred its connection wide such service <br />pursuant to rules approved by the Board and subject to the availability ot' Binds. <br />g. "flit Board shall have (lie power, by resolution, to the extent permitted by the Act <br />or any other applicable lacy, to exercise any powers of clic Authority and to delegate any of, its <br />Functions to the Executive Committee or otic or more Delegates, officers or agents of, the <br />Au(hotity, and to cause any authorized Delegate, ofliccr or agent to take any actions and execute <br />any doctinicnts fi>r and in the thuric and on behall-of tllc Bom-d or the Authority. <br />ATTY/AGR/2016.086/CALIFORNIA HOME FINANCE AUTHORITY <br />REV: 04-29-16 FF <br />Page 6 of 14 <br />