Common use of Powers Reserved to Board of Directors and Limitations Thereon Clause in Contracts

Powers Reserved to Board of Directors and Limitations Thereon. (a) The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of the Management Committee and approval of the Activity Participants; provided, the Board of Directors may not alter the Activity Agreement annual budgets without the Management Committee’s review and recommendation or Activity Participant approval of such alteration. (b) The Board of Directors shall have the right, upon recommendation of or in consultation with the Management Committee, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the SS-MOA with each entity seeking to become a SS-MOA Participant; provided, that no amendment of this Activity Agreement shall be required to add new Activity Agreement Members prior to February 28, 2017. (c) The Board of Directors shall have the right, upon recommendation of or in consultation with the Management Committee, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. (d) The Board of Directors delegates to the Management Committee the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and SS-MOAs, without the required approval of the Board of Directors except as specifically provided in Sections 4.4(a-c). Also except as set forth in Sections 4.4(a-c) and 8.3, this delegation shall specifically include, but not be limited to, the authority to enter into contracts within approved Activity Agreement budgets.

Powers Reserved to Board of Directors and Limitations Thereon. (a) a. The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets Annual Budgets based upon the recommendation of the Management Committee and approval of the Activity Participants; provided, the Board of Directors may not alter the Activity Agreement annual budgets Annual Budgets without the Management Committee’s review and recommendation or Activity Participant approval of such alteration. (b) b. The Board of Directors shall have the right, upon recommendation of or in consultation with the Management Committee, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the SS-MOA MOAs with each entity agency seeking to become a SS-MOA Participant; provided, that no amendment of this Activity Agreement shall be required to add new Activity Agreement Members prior to February 28, 2017. (c) c. The Board of Directors shall have the right, upon recommendation of or in consultation with the Management Committee, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. (d) d. The Board of Directors delegates to the Management Committee the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and any SS-MOAs, without the required approval of the Board of Directors except as specifically provided in Sections 4.4(a-c). 4.4a through c. Also except as set forth in Sections 4.4(a-c) 4.4a through c and 8.3, this delegation shall specifically include, but not be limited to, the authority to enter into contracts within approved Activity Agreement budgets.

Powers Reserved to Board of Directors and Limitations Thereon. (a) The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of the Management Committee staff and approval of the Activity Participants; provided, the Board of Directors may not only alter the an Activity Agreement annual budgets without budget in a manner consistent with the Management Committee’s review and recommendation or Activity Participant approval of such alteration.Participants’ recommendation. or (b) The Board of Directors shall have the right, upon recommendation of or in consultation with staff, and the Management Committeeapproval of Activity Participants, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the SS-MOA MOU with each entity seeking to become a SSNon-MOA ParticipantMember Participating Party; provided, that no amendment of this Activity Agreement shall be required to add new Activity Agreement Members prior to February 28[DATE], 20172022. (c) The Board of Directors shall have the right, upon the recommendation of in consultation with staff, and the approval of Activity Participants, in the form of formal Board action, to authorize execution of all agreements relating to the Reservoir Expansion Project. d) The Board of Directors shall have the right, upon the recommendation of or in consultation with staff, and the Management Committeeapproval of Activity Participants, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement; provided if that action is taken at the request of the Activity Participants then the costs for such action shall be borne by the Activity Participants. (de) The Board of Directors delegates to the Management Committee staff the authority power to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and SS-MOAsMOUs, without the required approval of the Board of Directors except as specifically provided in Sections 4.4(a-c)this Section 5.2. Also Also, except as set forth in Sections 4.4(a-c) and 8.3this Section 5.2, this tThis delegation shall specifically include, but not be limited to, the authority power to enter into contracts within approved Activity Agreement budgets.

Powers Reserved to Board of Directors and Limitations Thereon. (a) 5.4.1. The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of the Management Committee staff and approval of the Activity Participants; provided, the Board of Directors may not alter modify the Activity Agreement annual budgets without the Management Committeestaff’s review and recommendation or and Activity Participant approval of such alterationmodification. (b) 5.4.2. The Board of Directors shall have the right, upon recommendation of or in consultation with the Management Committeestaff and Activity Participants, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the SS-MOA with each entity seeking to become a SSan Non-MOA ParticipantMember Participating Party; provided, that no amendment of this Activity Agreement shall be required to add new Activity Agreement Members prior to February 28, 2017Members. (c) 5.4.3. The Board of Directors shall have the right, upon the recommendation of or in consultation with the Management Committeestaff, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. 5.4.4. When an Activity Participant fails or refuses to participate financially for a period of time longer than six (d6) months after written notice from the Authority without entering into an agreement with the Authority to cure any financial default or to meet any other obligation required for its active participation in the Activity Agreement or under its MOA, the Board of Directors, on the recommendation of staff, one or more Activity Participant, and/or any ad hoc working group, shall determine whether or not such Activity Participant shall be deemed to have withdrawn from the Agreement or from participation pursuant to its MOA. Such vote shall not preclude reinstatement of the deemed withdrawn agency by agreement of the Activity Participants and the Authority. 5.4.5. The Board of Directors delegates to the Management Committee staff the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and SS-MOAs, without the required approval of the Board of Directors except as specifically provided in Sections 4.4(a-c). Also except as set forth in Sections 4.4(a-c) and 8.3, this delegation shall specifically include, but not be limited to, the authority to enter into contracts within approved Activity Agreement budgets5.4.

Powers Reserved to Board of Directors and Limitations Thereon. (a) 5.4.1. The Board of Directors shall have ultimate approval authority over all Activity Agreement annual budgets based upon the recommendation of the Management Committee staff and approval of the Activity Participants; provided, the Board of Directors may not alter the Activity Agreement annual budgets without the Management Committeestaff’s review and recommendation or Activity Participant approval of such alteration. (b) 5.4.2. The Board of Directors shall have the right, upon recommendation of or in consultation with the Management Committeestaff and Activity Participants, to approve all amendments to this Activity Agreement, including any amendment terminating the Activity Agreement, and to approve the SSIRWM-MOA with each entity seeking to become a SSan IRWM-MOA Participant; provided, that no amendment of this Activity Agreement shall be required to add new Activity Agreement Members Participants prior to February 28September 1, 20172019. (c) 5.4.3. The Board of Directors shall have the right, upon the recommendation of or in consultation with the Management Committeestaff, to act on any claims and to make decisions concerning the prosecution of, defense of, or other participation in actions or proceedings at law brought against the Authority arising from this Activity Agreement. 5.4.4. When an Activity Participant fails or refuses to participate financially for a period of time longer than six (d6) months after written notice from the Authority without entering into an agreement with the Authority to cure any financial default or to meet any other obligation required for its active participating in the Activity Agreement or under its IRWM-MOA, the Board of Directors, on the recommendation of staff, one or more Activity Participant, and/or any ad hoc working group, shall determine whether or not such Activity Participant shall be deemed to have withdrawn from the Agreement or from participation pursuant to its IRWM-MOA. Such vote shall not preclude reinstatement of the deemed withdrawn agency by agreement of the Activity Participants and the Authority. 5.4.5. The Board of Directors delegates to the Management Committee staff the authority to conduct the activities described in this Activity Agreement pursuant to the terms of this Activity Agreement and SSIRWM-MOAs, without the required approval of the Board of Directors except as specifically provided in Sections 4.4(a5.4.1-c). Also except as set forth in Sections 4.4(a-c) and 8.3, this delegation shall specifically include, but not be limited to, the authority to enter into contracts within approved Activity Agreement budgets5.