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<br />largest population. <br /> <br />ARTICLE 11. BYLAWS <br />11.1 Bylaws. The Board from time to time may adopt and amend bylaws for the <br />conduct of its affairs, provided that they are consistent with this Agreement and are necessary <br />and appropriate in order to carry out the SBWMA's purpose. <br /> <br />ARTICLE 12. FUNDING <br />12.1 Debts and Liabilities. The SBWMA’s debts, liabilities, and obligations shall not <br />be debts, liabilities, or obligations of any of the Members, and each Member’s obligation <br />hereunder is expressly limited only to the appropriation and contribution of such funds as may <br />be levied pursuant to this Agreement or as the Members hereto may agree. <br />12.2 SBWMA Activities. Unless otherwise authorized by the Board, all costs <br />associated with SBWMA activities shall be paid by the Facilities' users. The SBWMA shall be <br />solely responsible for determining the amount of any charge to recover these pass-through costs. <br />The Members hereby agree to pass any such charge as approved by the SBWMA, to users as <br />part of the Solid Waste, Recyclable Material, and Plant Material and Transfer and Transport and <br />Processing rate, without reduction, limitation, offset or adjustment of any kind. <br />12.3 SBWMA Records and Accounts. The Executive Director shall appoint an <br />SBWMA employee to serve as Treasurer. The Treasurer shall maintain accurate and correct <br />books of account showing in detail revenues and expenditures, together with supporting <br />documentation including, but not limited to, receipts, invoices, and vouchers for SBWMA <br />financial transactions. The Treasurer shall: <br />a. Report to the Board on any and all SBWMA financial matters <br />b. Serve as the SBWMA’s treasurer and controller. <br />c. Receive and account for any and all SBWMA revenues. <br />d. Make any and all SBWMA investments as directed by the Board using <br />sound and prudent investment practices. <br />e. Disburse and account for any and all SBWMA funds. <br />f. Issue or cause to be issued all Revenue Bond payments, according to the <br />payment schedule as part of the Revenue Bonds. <br />g. Maintain any and all reserves, as may be required by the Revenue Bonds <br />or any other instruments. <br />h. Prepare, within one hundred twenty (120) days after the close of each <br />Fiscal Year, an annual financial report reflecting SBWMA financial <br />activity, including activity associated with the operations of the Facilities, <br />whether such operation is performed by the SBWMA directly or is <br />contracted. <br />i. Prepare other financial statements and reports for the SBWMA, as <br />needed. <br />j. Cause the annual financial report to be audited by an independent <br />Certified Public Accountant (CPA) currently licensed to practice in the <br />State of California. <br />k. Present the annual audit report, including the associated management <br />letter, to the Board at the first scheduled Board meeting subsequent to the <br />release of the annual audit report.