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p. Require Members to pass-through the cost of the SBWMA's operations to the <br />rates assessed on Facility users. <br />q. Adopt, as authorized by California law, ordinances and resolutions necessary <br />to carry out the purposes of this Agreement. <br />r. Enter into Franchise Agreements for use of the Transfer Station and pay a <br />Franchise fee. <br />s. require Members to direct all of their Solid Waste, Recyclable Materials and <br />Plant Materials generated and Collected by Collectors within their respective <br />boundaries to the Facilities, except as provided in Exhibit D hereto. <br />7,1.1 The following powers require the approval of two-thirds of the Members as would <br />be required under Article 17 for an amendment to this JPA Agreement: <br />a. Acquisition of real property <br />b. Disposal or transfer of any interest in real property <br />c. Entering into or amending Franchise Agreements for the operation of the <br />Facilities <br />d. Issuance of bonds or notes, or the refinance of such bonds or notes, <br />ARTICLE 8. GOVERNANCE <br />8.1 Board of Directors. The SBWMA shall be governed and administered by a <br />Board of Directors composed of one Director from each Member. The Board shall exercise all <br />powers and authority on behalf of the SBWMA. Each Member must select its Director or the <br />Director's designee alternate from among the Member agency's elected governing body <br />8.2 Tenure. Each Director shall hold office from the first meeting of the Board after <br />appointment by the Member until his or her successor is selected by the Member. <br />8.3 Compensation. Directors shall receive no compensation from the SBWMA for <br />serving on the Board. The SBWMA may reimburse Directors for reasonable expenses necessarily <br />incurred on the Board's behalf, with prior approval of the Board. <br />8.4 Member Mergers. If any Member merges with another public entity, the <br />successor public entity shall have one (1) Director position on the Board. <br />8.5 Chair. The Board shall annually select a Chau, by a vote taken in accordance <br />with Section 10.8 of this Agreement, who shall serve without compensation at the pleasure of the <br />Board. The duties of the Chair include, but are not limited to the following: <br />a. Conducts Board meetings. <br />b. Review and set meeting agendas with the Executive Director. <br />c. Signs any and all SBWMA official documents. <br />8.6 Vice Chair. The Board shall annually select a Vice Chair, by a vote taken in <br />accordance with Section 10.8 of this Agreement, who serves without compensation at the <br />pleasure of the Board. The Vice Chair shall act in the absence of the Chair, with full powers of <br />the Chair. <br />8.7 Finance Director. The board shall select, by a vote taken in accordance with <br />Section 14.8 of this Agreement, a Finance Director from one of the Members to be Finance <br />Director for the SBWMA, who serves at the pleasure of the Board. The duties of the Finance <br />Director include, but are not limited to the following, all in accordance with prudent financial <br />management and California law, including but not limited to California Government Cade §6505 <br />et seq.: <br />Page 6 of 23 <br />