Res 2007-043 - Laserfiche WebLink

Home Browse Search

Section 4.9 Compensation of Directors. Directors, as such, shall not receive any salary or cornpensation for their services as Directors; provided, that Directors may be reirnbursed for expenses which are reasonable and necessary in carrying out the Agency's purposes in accordance with written policies approved by the Board. I Section 4.10 Advisory Committee. The Board may establish an Advisory Committee cornposed of persons who are, in the judgrnent of the Board, qualified to advise with respect to the activities ofthe Agency. Mernbers ofthe Advisory Cornmittee shall serve for a term of one (1) year or such longer term as may be fixed by the Board, not to exceed four (4) years. Advisory Committee members shall be appointed by the Board, and may be removed by the Board at any time with or without cause. The nurnber of mernbers of the Advisory Committee shall be fixed from tirne to time by the Board. The officers and Directors of the Agency rnay consult with the Advisory Committee from time to time with respect to the activities of the Agency, but the Advisory Committee shall in no way restrict the powers of the Board nor limit its responsibilities or obligations. The Advisory Comrnittee shall have no responsibility for the management of the affairs ofthe Agency. Advisory Committee members shall not receive any salary or compensation for their services as Advisory Cornrnittee rnembers; provided, that nothing contained herein shall be construed to preclude any Advisory Committee rnembers may be reimbursed for expenses which are reasonable and necessary in carrying out the Agency's purposes in accordance with written policies approved by the Board. Section 4.11 Ex-officio Directors. Sponsors may appoint ex-officio non voting members to I the Board. Ex-officio non voting directors shall be given notice of meetings in the sarne manner as a voting Director and may attend any meeting of the Board and participate in discussion ofthe matters before the Board for consideration but shall not have the right to vote on Board rnatters. Section 4.12 Directors Reliance on Consultant Information. A Director shall not be liable if, while acting in good faith and with ordinary care, he or she relies on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Agency or another person that were prepared or presented by: (1) one or rnore other officers or employees of the Agency; (2) legal counsel, public accountants, or other persons as to rnatters the officer reasonably believes are within the person's professional or expert cornpetence; or (3) a cornmittee of the Board of which the Director is not a mernber. ARTICLE V OFFICERS Section 5.1 Titles and Term of Office. A. The officers of the Agency shall be a chairperson of the Board, one or rnore vice chairpersons of the Board, a secretary, a treasurer, and such other officers as the Board may from time to tirne elect or appoint. One person may not hold more than one office, except that a person may serve as both secretary and treasurer. The term of office for each officer (other than the Chairperson) shall cornrnence on the date of such officer's election and terminate on the earlier of: -5- I