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debts, liabilities and obligations do not constitute debts, liabilities or obligations of any <br /> Members. <br /> B. BOARD. <br /> The Authority shall be administered by the Board of Directors (the "Board," or <br /> the "Directors" and each a "Director") of the California Foundation for Stronger <br /> Communities, a nonprofit public benefit corporation organized under the laws of the <br /> State of California (the "Foundation"), with each such Director serving in his or her <br /> individual capacity as a Director of the Board. The Board shall be the administering <br /> agency of this Agreement and, as such, shall be vested with the powers set forth herein, <br /> and shall administer this Agreement in accordance with the purposes and functions <br /> provided herein. The number of Directors, the appointment of Directors, alternates and <br /> successors, their respective terms of office, and all other provisions relating to the <br /> qualification and office of the Directors shall be as provided in the Articles and Bylaws <br /> of the Foundation, or by resolution of the Board adopted in accordance with the Bylaws <br /> of the Foundation. <br /> All references in this Agreement to any Director shall be deemed to refer to and <br /> include the applicable alternate Director, if any, when so acting in place of a regularly <br /> appointed Director. <br /> Directors may receive reasonable compensation for serving as such, and shall be <br /> entitled to reimbursement for any expenses actually incurred in connection with serving <br /> as a Director, if the Board shall determine that such expenses shall be reimbursed and <br /> there are unencumbered funds available for such purpose. <br /> The Foundation may be removed as administering agent hereunder and replaced <br /> at any time by amendment of this Agreement approved as provided in Section 16; <br /> provided that a successor administering agent of this Agreement has been appointed and <br /> accepted its duties and responsibilities under this Agreement. <br /> C. OFFICERS; DUTIES; OFFICIAL BONDS. <br /> The officers of the Authority shall be the Chair, Vice-Chair, Secretary and <br /> Treasurer (defined below). The Board, in its capacity as administering agent of this <br /> Agreement, shall elect a Chair, a Vice-Chair, and a Secretary of the Authority from <br /> among Directors to serve until such officer is re-elected or a successor to such office is <br /> elected by the Board. The Board shall appoint one or more of its officers or employees to <br /> serve as treasurer, auditor, and controller of the Authority (the "Treasurer") pursuant to <br /> Section 6505.6 of the Joint Exercise of Powers Act to serve until such officer is re-elected <br /> or a successor to such office is elected by the Board. <br /> Subject to the applicable provisions of any resolution, indenture, trust agreement <br /> or other instrument or proceeding authorizing or securing Bonds (each such resolution, <br /> indenture, trust agreement, instrument and proceeding being herein referred to as an <br /> "Indenture") providing for a trustee or other fiscal agent, and except as may otherwise be <br />