Common use of POWERS AND DUTIES OF THE BOARD Clause in Contracts

POWERS AND DUTIES OF THE BOARD. The Board shall have all the powers and duties conferred and imposed upon educational Collaborative boards by law and conferred and imposed upon it by this Agreement and such other additional powers and duties as are specified in MGL c 40, §4E, 603 CMR 50.00 and any amendments thereof, or as may be specified in any other applicable general or special law. The Board is responsible for providing fiduciary and organizational oversight and accountability over the operation of the educational Collaborative including but not limited to what follows: The Board shall: • Be vested with the authority to enter into agreements with member and non-member districts or other Collaboratives to establish mutually beneficial programs and services or pricing arrangements. • Ensure adherence to this Agreement and progress toward achieving the purpose and objectives set forth in the Agreement; determine the appropriateness and cost-effectiveness of any borrowing, loans or mortgages, consistent with Section VII C; approve all expenditures, including contracts, borrowing, and the purchase and sale of real estate; and ensure an annual report and independent financial audit for the previous fiscal year be completed annually and upon approval of the Board be submitted to the Commissioner the State Auditor and Chair of each member district no later than January 1 of each year. • Ensure the audit report is completed annually and made available on the Collaborative’s website and provided upon request. • Ensure that the Collaborative makes the annual report available on the Collaborative’s website and that the Collaborative must provide a printed hard copy of the most recent annual report to members of the public upon request. • Establish policies to support the operation of ACCEPT, and shall, from time to time, review the policies for their effectiveness and appropriateness. • Develop/ amend policies on personnel, students, finance and internal controls, and health and nursing. • Determine the amount of cumulative surplus revenue that may be held by ACCEPT at the end of a fiscal year consistent with the requirements of law and Section VII E of this Agreement; how and under what conditions surplus funds may be returned to member districts or credited to support Collaborative programs and services offered to member districts. • Appoint the Executive Director, Business Manager, and Treasurer and ensure there is segregation of duties among the Executive Director, Business Manager, and Treasurer. The Board will evaluate the Executive Director and Treasurer annually. o The Executive Director shall serve under the general direction of the Board and have the day to day responsibility for all activities of the Collaborative, and shall be responsible for development and implementation and oversight of all of its programs. The Executive Director is responsible for recruitment, retention, supervision and discipline of personnel, with the exception of the Treasurer, and shall be responsible for implementing Board policies and procedures consistent with the policies of the Board. In addition, the Executive Director shall have the authority granted by MGL c 40, §4E and any amendments thereto. The Executive Director shall maintain a website in accordance with MGL c 40 § 4E that shall include the list of appointed representatives serving on the Collaborative Board, copies of the approved Board meeting minutes, a copy of the Collaborative Agreement and any amendments, a copy of the annual report and annual independent audit, and key contact information for the key educational Collaborative staff members. The Executive Director will give public notice of the date, time, location, and agenda items of all Board meetings in accordance with the MGL c 30A, §§ 18-25 pertaining to the open meetings of state governmental bodies. Detailed, accurate records of every meeting will be kept in accordance with the law pertaining to the open meetings and made available on the Collaborative website. o The Business Manager shall be subject to MGL c 41, Sec 52 and have the powers and responsibilities, similar to those of a town accountant and consistent with 603 CMR 50.00 and the Board approved job description. The Business Manager may not be the Treasurer of the Collaborative. The Board shall ensure an annual evaluation of such employee's performance and effectiveness. o The Treasurer, appointed by the Board, need not necessarily be a Treasurer of a member town, or regional school district. The Treasurer is authorized, subject to the direction of the Board, to receive and disburse all monies of the ACCEPT fund without further appropriation. At the discretion of the Board, the Treasurer may make appropriate investments of ACCEPT's funds when such funds are not immediately necessary for operations, consistent with MGL c 44, § 55B. The Treasurer is also responsible for other tasks as determined by the Board and as stipulated in the Board approved job description, consistent with 603 CMR 50.00. No Collaborative employee or appointed representative to the Board may be the Treasurer. The Treasurer shall report directly to the Board. The Treasurer must give bond annually for the faithful performance of duties as Collaborative Treasurer in a form approved by the department of revenue and in a sum not less than the amount established by the Department as shall be fixed by the Board. The Collaborative Board of Directors shall annually evaluate the treasurer’s performance and effectiveness. • Oversee the operation of the Collaborative to the end that the educational needs of students enrolled in Collaborative programs, as well as the goals of any cooperative program of the Collaborative, are met in an effective and economical way. • Employ teachers, at least one registered nurse and other professional personnel, and shall enter into contracts for the services of persons who are necessary for the operation of ACCEPT programs and services. • Ensure that the Collaborative shall annually prepare financial statements, including a statement of net assets (government-wide); statement of activities (government-wide); governmental funds balance sheet; governmental funds statement of revenues, expenditures, and changes in fund balance; general fund statement of revenues, expenditures and changes in fund balance, budget and actual; statement of fiduciary net assets; statement of changes in fiduciary fund net assets; and capital plan identifying current capital obligations or future planned capital projects. • The Collaborative, acting through its Board of Directors, may subject to chapter 30B, enter into contracts for the purchase of supplies, materials and services and for the purchase or leasing of land, buildings, and equipment as considered necessary by the Board of Directors and which the Board has found to be cost- effective and in the best interests of ACCEPT, the member districts and consistent with Section VII C of this Agreement (Subject to MGL c 30B). • Create, amend, and repeal all by-laws, policies, and rules for the management and operation of ACCEPT. The Board has all other powers and duties consistent with MGL c 40 §4E. • Borrow money for any purpose consistent with the terms of this Agreement, including, but not limited to, to meet ongoing payroll obligations, to finance the purchase and/or lease of any real or personal property, including equipment, land, and/or a building(s) (including portables), and/or to finance any renovation, reconstruction and/or construction of any real property. No employee of the Collaborative may serve on the Board or shall be eligible to serve concurrently in the positions of Executive Director, Treasurer, or Business Manager or person with responsibilities similar to those of a town accountant.

POWERS AND DUTIES OF THE BOARD. Subdivision 1. The Board shall board, acting by its duly appointed watershed management board, shall, as it relates to flood control, water conservation and supply and construction of related initiatives and programs, facilities on the Red River of the North and its tributaries, have all the powers and duties conferred and imposed upon educational Collaborative boards by law and conferred and imposed upon it by this Agreement and such other additional powers and duties as are specified in MGL c 40, §4E, 603 CMR 50.00 and any amendments thereof, or as may be specified in any other applicable general or special law. The Board is responsible for providing fiduciary and organizational oversight and accountability over the operation of the educational Collaborative including but not limited to what follows: The Board shall: • Be vested with the authority to enter into agreements with member and non-member districts or other Collaboratives to establish mutually beneficial programs and services or pricing arrangements. • Ensure adherence to this Agreement and progress toward achieving the purpose and objectives set forth in this article. Subdivision 2. It may employ such persons on a full time, part time or consulting basis, as the Agreement; determine board deems necessary. Subdivision 3. It may contract for and acquire necessary personal property to carry out its powers and duties. Subdivision 4. It may make necessary surveys or utilize other reliable surveys and data and develop projects to accomplish the appropriateness purposes and cost-effectiveness intent of this agreement. Subdivision 5. It may cooperate or contract with any state or subdivision thereof, the Province of Manitoba, Canada, the Dominion of Canada, federal agencies of the United States or Canada, private or public corporations or cooperative associations. Subdivision 6. It may establish and maintain programs for acquiring and recording hydrological data. Subdivision 7. It may apply for and accept funds from the federal government and other governmental sources and it may accept funds from private sources and may secure funds in any manner authorized by Chapter 103D and may expend such funds pursuant to Chapter 103D and the provision of this agreement. Subdivision 8. It may receive, administer and disburse any monies authorized by Minnesota law to be contributed to an association of watershed districts. Subdivision 9. It may adopt rules and regulations to effectuate the purpose of this agreement. Subdivision 10. It may exercise all of the powers authorized under Chapter 103D given to a board of managers of a watershed district which are consistent with the purposes of this agreement. Subdivision 11. It may provide any participating watershed district of any borrowingother unit of government with technical data or any other information of which the board has knowledge which will assist the governmental unit with water-related projects. Subdivision 12. It may provide legal and technical assistance in connection with litigation or other proceedings between one or more of its participating members and any other political subdivision, loans commission, board or mortgages, consistent with Section VII C; approve all expenditures, including agency relating to the planning or construction of facilities related to flood control and water conservation and supply. The use of board funds for litigation shall be only upon a favorable vote of a majority of the eligible votes of the governing bodies of the participants to this agreement. Subdivision 13. It may accumulate reserve funds for the purposes herein mentioned and may invest funds of the board not currently needed for its operation in the manner and subject to the laws of the State of Minnesota applicable to cities. Subdivision 14. It may make contracts, borrowingincur expenses and make expenditures necessary and incidental to the effectuation of these purposes and powers and may disburse therefore in the manner hereinafter provided. Subdivision 15. It shall cause to be made an annual review of the books and accounts of the board and shall make and file a report with its participating districts and the Board of Water and Soil Resources at least once each year including the following information: a. Financial condition of the board. b. The status of all board projects and work within the watershed. c. The business transacted by the board in other matters which affect the interest of the board. Copies of said report shall be transmitted to the secretary of each participating district, and the purchase and sale of real estate; and ensure an annual report and independent financial audit for the previous fiscal year be completed annually and upon approval executive director of the Board be submitted to the Commissioner the State Auditor of Water and Chair of each member district no later than January 1 of each yearSoil Resources. Subdivision 16. • Ensure the audit report is completed annually and made available on the Collaborative’s website and provided upon request. • Ensure that the Collaborative makes the annual report available on the Collaborative’s website and that the Collaborative must provide a printed hard copy of the most recent annual report to members of the public upon request. • Establish policies to support the operation of ACCEPTIts books, reports, and shall, from time to time, review the policies for their effectiveness and appropriateness. • Develop/ amend policies on personnel, students, finance and internal controls, and health and nursing. • Determine the amount of cumulative surplus revenue that may be held by ACCEPT at the end of a fiscal year consistent with the requirements of law and Section VII E of this Agreement; how and under what conditions surplus funds may be returned to member districts or credited to support Collaborative programs and services offered to member districts. • Appoint the Executive Director, Business Manager, and Treasurer and ensure there is segregation of duties among the Executive Director, Business Manager, and Treasurer. The Board will evaluate the Executive Director and Treasurer annually. o The Executive Director shall serve under the general direction of the Board and have the day to day responsibility for all activities of the Collaborative, and records shall be responsible available for development and implementation and oversight open to inspection by its participating districts at all reasonable times. Subdivision 17. It may recommend changes in this agreement to its participating districts. Subdivision 18. Each participating district reserves the right to conduct separate or concurrent studies of all of its programs. The Executive Director is responsible for recruitment, retention, supervision and discipline of personnel, with the exception of the Treasurer, and shall be responsible for implementing Board policies and procedures consistent with the policies of the Board. In addition, the Executive Director shall have the authority granted by MGL c 40, §4E and any amendments thereto. The Executive Director shall maintain a website in accordance with MGL c 40 § 4E that shall include the list of appointed representatives serving on the Collaborative Board, copies of the approved Board meeting minutes, a copy of the Collaborative Agreement and any amendments, a copy of the annual report and annual independent audit, and key contact information for the key educational Collaborative staff members. The Executive Director will give public notice of the date, time, location, and agenda items of all Board meetings in accordance with the MGL c 30A, §§ 18-25 pertaining to the open meetings of state governmental bodies. Detailed, accurate records of every meeting will be kept in accordance with the law pertaining to the open meetings and made available on the Collaborative website. o The Business Manager shall be subject to MGL c 41, Sec 52 and have the powers and responsibilities, similar to those of a town accountant and consistent with 603 CMR 50.00 and the Board approved job description. The Business Manager may not be the Treasurer of the Collaborative. The Board shall ensure an annual evaluation of such employee's performance and effectiveness. o The Treasurer, appointed matter under study by the Board, need not necessarily be a Treasurer of a member town, or regional school districtboard. Subdivision 19. The Treasurer is authorized, subject to the direction of the Board, to receive and disburse all monies of the ACCEPT fund without further appropriation. At the discretion of the Board, the Treasurer It may make appropriate investments of ACCEPT's funds when such funds are not immediately necessary for operations, consistent with MGL c 44, § 55B. The Treasurer is also responsible for other tasks as determined by the Board and as stipulated in the Board approved job description, consistent with 603 CMR 50.00. No Collaborative employee or appointed representative to the Board may be the Treasurer. The Treasurer shall report directly to the Board. The Treasurer must give bond annually for the faithful performance of duties as Collaborative Treasurer in a form approved by the department of revenue and in a sum not less than the amount established by the Department as shall be fixed by the Board. The Collaborative Board of Directors shall annually evaluate the treasurer’s performance and effectiveness. • Oversee the operation of the Collaborative to the end that the educational needs of students enrolled in Collaborative programs, as well as the goals of any cooperative program of the Collaborative, are met in an effective and economical way. • Employ teachers, at least one registered nurse and other professional personnel, and shall enter into contracts for the services of persons who are necessary for the operation of ACCEPT programs and services. • Ensure that the Collaborative shall annually prepare financial statements, including a statement of net assets (government-wide); statement of activities (government-wide); governmental funds balance sheet; governmental funds statement of revenues, expenditures, and changes in fund balance; general fund statement of revenues, expenditures and changes in fund balance, budget and actual; statement of fiduciary net assets; statement of changes in fiduciary fund net assets; and capital plan identifying current capital obligations or future planned capital projects. • The Collaborative, acting through its Board of Directors, may subject to chapter 30B, enter into contracts for the purchase of supplies, materials and services and for the purchase or leasing of land, buildings, and equipment as considered necessary by the Board of Directors and which the Board has found to be cost- effective and in the best interests of ACCEPT, the member districts and consistent with Section VII C of this Agreement (Subject to MGL c 30B). • Create, amend, and repeal all by-laws, policies, and rules for the management and operation of ACCEPT. The Board has exercise all other powers necessary and duties consistent with MGL c 40 §4E. • Borrow money for any purpose consistent with incidental to the terms of this Agreement, including, but not limited to, to meet ongoing payroll obligations, to finance the purchase and/or lease of any real or personal property, including equipment, land, and/or a building(s) (including portables), and/or to finance any renovation, reconstruction and/or construction of any real property. No employee implementation of the Collaborative may serve on the Board or shall be eligible to serve concurrently in the positions of Executive Director, Treasurer, or Business Manager or person with responsibilities similar to those of a town accountantpurposes and powers set forth herein.

POWERS AND DUTIES OF THE BOARD. The powers and duties of the Board include, but are not limited to, the following: 8.1 The Board shall prepare, adopt, and implement a plan to provide responses to the Fargo Metropolitan Area Flood Risk Management Project to the extent it impacts the members of the agreement. 8.2 The Board shall have all the powers and duties conferred and imposed upon educational Collaborative boards by law and conferred and imposed upon it by this Agreement and such other additional powers and duties as are specified in MGL c 40power to seek a legal opinion on any legal basis to challenge the project including action necessary to enjoin the planning, §4E, 603 CMR 50.00 and any amendments thereof, funding or as may be specified in any other applicable general or special law. construction of the "project." 8.3 The Board is responsible for providing fiduciary and organizational oversight and accountability over the operation shall as a part of the educational Collaborative including but not limited legal opinion obtain an estimate of costs and expenses to what follows: proceed with the necessary litigation. 8.4 The Board shall: • Be vested with shall on the authority to enter into agreements with member and non-member districts or other Collaboratives to establish mutually beneficial programs and services or pricing arrangements. • Ensure adherence to this Agreement and progress toward achieving the purpose and objectives set forth in the Agreement; determine the appropriateness and cost-effectiveness of any borrowing, loans or mortgages, consistent with Section VII C; approve all expenditures, including contracts, borrowing, and the purchase and sale of real estate; and ensure an annual report and independent financial audit for the previous fiscal year be completed annually and upon approval of the Members pursue contracting professional services from a Law Firm. 8.5 The Board be submitted may make contracts, employ consultants, legal services, incur expenses and make expenditures necessary and incidental to the Commissioner the State Auditor effectuation of its purposes and Chair of each member district no later than January 1 of each year. • Ensure the audit report is completed annually and made available on the Collaborative’s website and provided upon request. • Ensure that the Collaborative makes the annual report available on the Collaborative’s website and that the Collaborative must provide a printed hard copy of the most recent annual report to members of the public upon request. • Establish policies to support the operation of ACCEPTpowers, and shall, from time to time, review the policies for their effectiveness and appropriateness. • Develop/ amend policies on personnel, students, finance and internal controls, and health and nursing. • Determine the amount of cumulative surplus revenue that may be held by ACCEPT at the end of a fiscal year consistent in conformance with the requirements applicable to contracts and purchases of law and Section VII E all of the Members, subject to the authorization of its Members. 8.6 The Board may further cooperate or contract with the State of Minnesota, State of North Dakota or any political subdivision, federal agencies or private or public organizations to accomplish the purposes for which it is organized. 8.7 The Board may accept from other political subdivisions, private or public organization or individuals' contribution to accomplish the purposes for which it is organized. 8.8 The Board may contract for or purchase such insurance as the Board deems necessary for the protection of the Board or the Members. 8.9 The Board may accumulate reserve funds for the purposes herein mentioned not currently needed. 8.10 The Board may, with the consent of the members, engage lobbyists to oppose any plans submitted to congress by the Fargo-Moorhead Metropolitan Area Flood Risk Management project which the members deem detrimental to the members. 8.11 The Board may collect money, subject to the provisions of this Agreement; how agreement, from its Members and under what conditions surplus funds may be returned to member districts or credited to support Collaborative programs and services offered to member districts. • Appoint the Executive Director, Business Manager, and Treasurer and ensure there is segregation of duties among the Executive Director, Business Manager, and Treasurer. from any other source(s) authorized by law. 8.12 The Board will evaluate Treasurer shall cause to be made an annual audit of the Executive Director books and Treasurer annually. o The Executive Director shall serve under the general direction accounts of the Board and have the day shall make and file a report to day responsibility for its Members at least once each year. Strict accountability of all activities funds and report of the Collaborative, all receipts and disbursements shall be responsible made. 8.13 The Board's books, reports and records shall be available for development and implementation and oversight of open to inspection by its Members at all of its programsreasonable times. The Executive Director is responsible for recruitment, retention, supervision and discipline of personnel, with the exception of the Treasurer, and Board's records shall be responsible available for implementing inspection by the public pursuant to Minnesota Statutes, Chapter 13 and the North Dakota Open Records Law. 8.14 The Board policies and procedures consistent with may appoint such committees as it deems necessary to exercise the policies powers of the Board. In addition. 8.15 The Board may exercise all other lawful powers necessary and incidental to the implementation of the purposes and powers set forth herein, including, without limitation, the Executive Director shall have adoption of by-laws to govern the authority granted by MGL c 40, §4E and any amendments thereto. The Executive Director shall maintain a website in accordance with MGL c 40 § 4E that shall include the list of appointed representatives serving on the Collaborative Board, copies of the approved Board meeting minutes, a copy of the Collaborative Agreement and any amendments, a copy of the annual report and annual independent audit, and key contact information for the key educational Collaborative staff members. The Executive Director will give public notice of the date, time, location, and agenda items of all Board meetings in accordance with the MGL c 30A, §§ 18-25 pertaining to the open meetings of state governmental bodies. Detailed, accurate records of every meeting will be kept in accordance with the law pertaining to the open meetings and made available on the Collaborative website. o The Business Manager shall be subject to MGL c 41, Sec 52 and have the powers and responsibilities, similar to those of a town accountant and consistent with 603 CMR 50.00 and the Board approved job description. The Business Manager may not be the Treasurer of the Collaborative. The Board shall ensure an annual evaluation of such employee's performance and effectiveness. o The Treasurer, appointed by the Board, need not necessarily be a Treasurer of a member town, or regional school district. The Treasurer is authorized, subject to the direction functioning of the Board, to receive and disburse all monies provided that no by-law or action of the ACCEPT fund without further appropriation. At the discretion of the Board, the Treasurer may make appropriate investments of ACCEPT's funds when such funds are not immediately necessary for operations, consistent with MGL c 44, § 55B. The Treasurer is also responsible for other tasks as determined by the Board and as stipulated in the Board approved job description, consistent with 603 CMR 50.00. No Collaborative employee or appointed representative to the Board may be the Treasurer. The Treasurer shall report directly to the Board. The Treasurer must give bond annually for the faithful performance of duties as Collaborative Treasurer in a form approved by the department of revenue and in a sum not less than the amount established by the Department as shall be fixed by the Board. The Collaborative Board of Directors shall annually evaluate the treasurer’s performance and effectiveness. • Oversee the operation of the Collaborative contrary to the end that the educational needs of students enrolled in Collaborative programs, as well as the goals of any cooperative program of the Collaborative, are met in an effective and economical way. • Employ teachers, at least one registered nurse and other professional personnel, and shall enter into contracts for the services of persons who are necessary for the operation of ACCEPT programs and services. • Ensure that the Collaborative shall annually prepare financial statements, including a statement of net assets (government-wide); statement of activities (government-wide); governmental funds balance sheet; governmental funds statement of revenues, expenditures, and changes in fund balance; general fund statement of revenues, expenditures and changes in fund balance, budget and actual; statement of fiduciary net assets; statement of changes in fiduciary fund net assets; and capital plan identifying current capital obligations or future planned capital projects. • The Collaborative, acting through its Board of Directors, may subject to chapter 30B, enter into contracts for the purchase of supplies, materials and services and for the purchase or leasing of land, buildings, and equipment as considered necessary by the Board of Directors and which the Board has found to be cost- effective and in the best interests of ACCEPT, the member districts and consistent with Section VII C of this Agreement (Subject to MGL c 30B). • Create, amend, and repeal all by-laws, policies, and rules for the management and operation of ACCEPT. The Board has all other powers and duties consistent with MGL c 40 §4E. • Borrow money for any purpose consistent with the terms of this Agreement, including, but not limited to, to meet ongoing payroll obligations, to finance the purchase and/or lease of any real or personal property, including equipment, land, and/or a building(s) (including portables), and/or to finance any renovation, reconstruction and/or construction of any real property. No employee of the Collaborative may serve on the Board or shall be eligible to serve concurrently in the positions of Executive Director, Treasurer, or Business Manager or person with responsibilities similar to those of a town accountant.

POWERS AND DUTIES OF THE BOARD. The Board shall have all the powers and duties conferred and imposed upon educational Collaborative boards by law and conferred and imposed upon it by this Agreement and such other additional powers and duties as are specified in MGL c 40, §4E, 603 CMR 50.00 and any amendments thereof, or as may be specified in any other applicable general or special law. 20.1 The Board is responsible for providing fiduciary and organizational oversight and accountability over the operation highest authority of the educational Collaborative including but not limited JV Company. 20.2 Resolutions in respect of the following matters to what follows: The Board shall: • Be vested with be taken by the authority to enter into agreements with member and non-member districts JV Company shall only be adopted upon the unanimous vote of all the Directors present in person or other Collaboratives to establish mutually beneficial programs and services or pricing arrangements. • Ensure adherence to this Agreement and progress toward achieving the purpose and objectives set forth in the Agreement; determine the appropriateness and cost-effectiveness of any borrowing, loans or mortgages, consistent with Section VII C; approve all expenditures, including contracts, borrowing, and the purchase and sale of real estate; and ensure an annual report and independent financial audit for the previous fiscal year be completed annually and upon approval by proxy at a duly convened meeting of the Board or upon a unanimous written resolution signed by all the Directors, the approval by any Director of which shall not be submitted unreasonably withheld or delayed and any rejection to which shall be based on due cause: (a) Amendment of the Articles of Association of JV Company; (b) Termination or dissolution of the JV Company; (c) Increase or reduction of the Registered Capital or the Total Investment of the JV Company (except for capital increase arising from Debt-to-Equity Conversion explicitly provided under Article 12 of this Contract); (d) Merger, division or modification of company form of the JV Company; or (e) Starting from [...***...], the proposal for dividends to be distributed to the Commissioner the State Auditor and Chair of each member district no later than January 1 of each year. • Ensure the audit report is completed annually and made available Parties for any fiscal year being [...***...] based on the Collaborative’s website and provided upon request. • Ensure that the Collaborative makes the annual report available on the Collaborative’s website and that the Collaborative must provide a printed hard copy consolidated financial statement of the most recent annual report to members JV Company and its Subsidiaries. 20.3 During the effectiveness and performance of the public Shareholder Loan Contract, resolutions in respect of the following matters to be taken by the JV Company shall only be adopted upon request. • Establish policies to support the operation unanimous vote of ACCEPT, and shall, from time to time, review all the policies for their effectiveness and appropriateness. • Develop/ amend policies on personnel, students, finance and internal controls, and health and nursing. • Determine the amount of cumulative surplus revenue that may be held Directors present in person or by ACCEPT proxy at the end of a fiscal year consistent with the requirements of law and Section VII E of this Agreement; how and under what conditions surplus funds may be returned to member districts or credited to support Collaborative programs and services offered to member districts. • Appoint the Executive Director, Business Manager, and Treasurer and ensure there is segregation of duties among the Executive Director, Business Manager, and Treasurer. The Board will evaluate the Executive Director and Treasurer annually. o The Executive Director shall serve under the general direction duly convened meeting of the Board or upon a unanimous written resolution signed by all the Directors, the approval by any Director of which shall not be unreasonably withheld or delayed and have any rejection to which shall be based on due cause; notwithstanding the day foregoing, this Section 20.3 shall cease to day responsibility for all activities be effective once upon the closing of the CollaborativeDebt-to-Equity Conversion pursuant to this Contract and the Capital Increase * Confidential Information, indicated by [...***...], has been omitted from this filing and shall be responsible for development and implementation and oversight of all of its programs. The Executive Director is responsible for recruitment, retention, supervision and discipline of personnel, filed separately with the exception U.S. Securities and Exchange Commission. Agreement of Debt-to-Equity Conversion or once upon the Treasurer, JV Company provides guarantee and shall be responsible for implementing Board policies completes the execution of necessary legal documents and procedures consistent with completes the policies related registration of the Board. In addition, the Executive Director shall have the authority granted by MGL c 40, §4E and any amendments thereto. The Executive Director shall maintain a website guarantee (if so required under Applicable laws) in accordance with MGL c 40 § 4E Section 12.5 hereunder in the event that shall include Party B serves the list of appointed representatives serving on written notice under Section 12.4 (b) mandating no longer to initiate the Collaborative Board, copies of the approved Board meeting minutes, a copy of the Collaborative Agreement and any amendments, a copy of the annual report and annual independent audit, and key contact information Debt-to-Equity Conversion: (a) [...***...]; (b) [...***...]; or (c) [...***...]. 20.4 Except for the key educational Collaborative staff members. The Executive Director will give public notice of the datematters to be determined under Sections 20.2 and 20.3, time, location, and agenda items of all Board meetings in accordance with the MGL c 30A, §§ 18-25 pertaining other matters that need to the open meetings of state governmental bodies. Detailed, accurate records of every meeting will be kept in accordance with the law pertaining to the open meetings and made available on the Collaborative website. o The Business Manager shall be subject to MGL c 41, Sec 52 and have the powers and responsibilities, similar to those of a town accountant and consistent with 603 CMR 50.00 and the Board approved job description. The Business Manager may not be the Treasurer of the Collaborative. The Board shall ensure an annual evaluation of such employee's performance and effectiveness. o The Treasurer, appointed by the Board, need not necessarily be a Treasurer of a member town, or regional school district. The Treasurer is authorized, subject to the direction of the Board, to receive and disburse all monies of the ACCEPT fund without further appropriation. At the discretion of the Board, the Treasurer may make appropriate investments of ACCEPT's funds when such funds are not immediately necessary for operations, consistent with MGL c 44, § 55B. The Treasurer is also responsible for other tasks as determined by the Board and as stipulated shall be decided by the affirmative votes from a majority of all the Directors present in the Board approved job description, consistent with 603 CMR 50.00. No Collaborative employee person or appointed representative to the Board may be the Treasurer. The Treasurer shall report directly to by proxy at a duly convened meeting of the Board. The Treasurer must give bond annually for the faithful performance of duties as Collaborative Treasurer in a form approved by the department of revenue and in a sum not less than the amount established by the Department as shall be fixed by the Board. The Collaborative Board of Directors shall annually evaluate the treasurer’s performance and effectiveness. • Oversee the operation of the Collaborative to the end that the educational needs of students enrolled in Collaborative programs, as well as the goals of any cooperative program of the Collaborative, are met in an effective and economical way. • Employ teachers, at least one registered nurse and other professional personnel, and shall enter into contracts for the services of persons who are necessary for the operation of ACCEPT programs and services. • Ensure that the Collaborative shall annually prepare financial statements, including a statement of net assets (government-wide); statement of activities (government-wide); governmental funds balance sheet; governmental funds statement of revenues, expenditures, and changes in fund balance; general fund statement of revenues, expenditures and changes in fund balance, budget and actual; statement of fiduciary net assets; statement of changes in fiduciary fund net assets; and capital plan identifying current capital obligations or future planned capital projects. • The Collaborative, acting through its Board of Directors, may subject to chapter 30B, enter into contracts for the purchase of supplies, materials and services and for the purchase or leasing of land, buildings, and equipment as considered necessary by the Board of Directors and which the Board has found to be cost- effective and in the best interests of ACCEPT, the member districts and consistent with Section VII C of this Agreement (Subject to MGL c 30B). • Create, amend, and repeal all by-laws, policies, and rules for the management and operation of ACCEPT. The Board has all other powers and duties consistent with MGL c 40 §4E. • Borrow money for any purpose consistent with the terms of this Agreement, including, but not limited to, to meet ongoing payroll obligations, to finance the purchase and/or lease of any real or personal property, including equipment, land, and/or a building(s) (including portables), and/or to finance any renovation, reconstruction and/or construction of any real property. No employee of the Collaborative may serve on the Board or shall be eligible to serve concurrently in the positions of Executive Director, Treasurer, or Business Manager or person with responsibilities similar to those of a town accountant.