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<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 /> <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 and an <br />Alternate Director 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 or until the <br />Director no longer serves on the Member’s governing body. <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 <br />necessarily 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 Chair, by a vote taken in accordance <br />with Section 10.8 of this Agreement, who shall serve without compensation at the pleasure of <br />the Board. The duties of the Chair include, but are not limited to the following: <br />a. Conducting Board meetings; <br />b. Reviewing and setting meeting agendas with the Executive Director; and <br />c. Signings 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 Other Officers. The Board may create or eliminate other officers not specifically <br />mentioned in Sections 8.5-8.6 of this Agreement from time to time; as the Board deems <br />necessary, upon majority vote. Such officers shall serve without compensation. <br />8.8 Employee Status. None of the officers, agents, or employees employed or hired <br />by the SBWMA shall by reason thereof become officers, agents, or employees of any Member. <br />The SBWMA may contract with any Member for any services, upon a vote in accordance with <br />Section 10.8 of this Agreement; however, none of the Persons whose services are supplied by a <br />Member shall by reason thereof become an employee of the SBWMA. <br />8.9 Executive Director. The Executive Director is appointed by the Board and <br />serves at the will of the Board. The duties of the Executive Director include, but are not limited <br />to the following: <br />a. Causing any and all meeting agendas to be prepared in compliance with <br />noticing requirements as provided under California Government Code <br />§54950-54962 (Brown Act). <br />b. Causing accurate minutes and records to be taken of all meetings in <br />accordance with California law, including but not limited to California <br />Government Code §54957.2 et seq. <br />c. Appointing, removing, promoting, demoting, supervising, and determining