Common use of Project Board Clause in Contracts

Project Board. The Board of Directors sitting as a Project Board govern the implementation of an Approved Project. When the Board of Directors is constituted as a Project Board, it shall function as specified in Section 2.02, with the following exceptions: (A) All powers, privileges, and duties vested in or imposed on the Cooperative with regards to the approval and implementation of an Approved Water Project shall be exercised and performed by the Board of Directors constituted as a Project Board for that specific Approved Water Project; provided, however, that the exercise of any and all executive, administrative and ministerial powers regarding that specific Approved Water Project may be delegated by the Project Board. Any Director whose Member Government is a party to the Implementation Agreement for the specific Approved Water Project is a voting member of the Project Board; and any Director whose Member Government is not party to the Implementation Agreement for the specific Approved Water Project shall not have a vote and shall be considered an ex officio member of the Project Board. (B) No later than thirty (30) days following approval of the Implementation Agreement for the Approved Water Project by all the Participating Member Governments, the Project Board shall meet to elect Directors (all of whom are from participating Member Governments) to serve as the chair, vice-chair, secretary, treasurer and such other offices as created by the Project Board, each of whom shall serve for a term of one (1) year and such additional time as may transpire between completion of one (1) year and October 1. Each officer, including the chair and vice-chair may serve two consecutive one (1) year terms, if re-elected. A Director may not be elected to hold more than one office on the Project Board. The chair shall be rotated at the end of each term, so that the vice-chair shall replace the chair, unless the chair is re-elected to a second consecutive one (1) year term and a new vice-chair, secretary and treasurer shall be elected each year. An officer may be removed by the Project Board at any time without cause. If a vacancy occurs in any office (e.g., chair, vice-chair, secretary, treasurer, etc.), the Project Board shall elect a Director as a replacement to serve the balance of the unexpired term. (C) The chair or the vice-chair, in the absence of the chair, shall conduct the meetings of the Project Board and perform such other functions as herein provided. The chair or vice chair, in the absence of the chair, shall take such actions, and have all such powers and sign all documents on behalf of the Cooperative relating to the specified Approved Water Project that led to creation of the Project Board. In the absence of the chair, vice-chair, treasurer and secretary, the Project Board shall elect one of their own to serve as chair pro-tem for that meeting. (D) The secretary, or the secretary’s designee, shall keep minutes of all meetings, proceedings and acts of the Project Board, but such minutes need not be verbatim. Copies of all minutes of the meetings of the Project Board shall promptly be sent by the secretary, or the secretary’s designee, to all Directors and each Member Government. The secretary may also attest to the execution of documents relating to the specified Approved Water Project that led to creation of the Project Board. The secretary and assistant secretary shall have such other powers as may be approved by resolution of the Project Board. (E) The Project Board shall have those administrative duties set forth in this Interlocal Agreement, Sections 163.01 and 373.713 and Chapter 189, Florida Statutes, as the same may be amended from time to time only as they relate to the specific Approved Water Project that led to creation of the Project Board. Any certificate, resolution or instrument signed by the chair, vice- chair or such other person as may thereafter be designated and authorized by the Project Board shall be evidence of the action of the Cooperative as it relates to the specific Approved Water Project that led to creation of the Project Board and any such certificate, resolution or other instrument so signed shall be conclusively presumed to be authentic. (F) A Quorum of the Project Board shall be necessary for the transaction of business of the Cooperative relating to the specific Approved Water Project that led to creation of the Project Board. All decisions of the Project Board relating to the specific Approved Water Project that led to creation of the Project Board shall be made by majority vote of a Quorum of the Project Board using the Weighted Vote Method, unless the Implementation Agreement for the specific Approved Water Project specifies another voting method.

Project Board. 7.1 The Board Authorities shall form the project board (“Project Board”) for the purpose of Directors sitting as a overseeing and co-ordinating the Procurement Milestones and to carry out the functions set out in Schedule 11 (Project Board govern the implementation Terms of an Approved Project. When the Reference). 7.2 The Project Board of Directors is constituted as a Project Board, it shall function as specified in Section 2.02, with the following exceptions: (A) All powers, privileges, and duties vested in or imposed on the Cooperative with regards not have power to approve any Matter Reserved to the approval and implementation of an Approved Water Project shall be exercised and performed by the Board of Directors constituted as a Project Board for that specific Approved Water Project; provided, however, that the exercise of any and all executive, administrative and ministerial powers regarding that specific Approved Water Project may be delegated by the Project Board. Any Director whose Member Government is a party to the Implementation Agreement for the specific Approved Water Project is a voting member Authorities. 7.3 The first members of the Project Board are those persons named in the first column of the table set out in Schedule 2 (Project Board; and any Director whose Member Government is not party to the Implementation Agreement for the specific Approved Water Project shall not have a vote and ). 7.4 Each Authority shall be considered an ex officio member entitled from time to time to appoint a deputy for each of its representatives set out in Schedule 2 (Project Board), but such deputy (in each case) shall only be entitled to attend meetings of the Project Board in the absence of his or her corresponding principal. 7.5 Each Authority shall be entitled to invite appropriate third parties to observe Project Board meetings and such third parties shall be entitled to take part in such Project Board Meetings at the discretion of the Chairperson of the Project Board. (B) No later than thirty (30) days following approval of the Implementation Agreement for the Approved Water Project by all the Participating Member Governments, 7.6 The Authorities shall procure that: 7.6.1 the Project Board shall meet appoints a person to elect Directors (represent the interests of all of whom are from participating Member Governments) to serve as the chair, vice-chair, secretary, treasurer Authorities in respect of their operational requirements for the Project who shall be called the Project Director and such other offices as created by who shall be a member of the Project Board, each of whom ; 7.6.2 the first Project Director appointed in accordance with Clause 7.6.1 (Project Board) shall serve for a term of one (1) year be an officer seconded from Hartlepool Borough and such additional time who shall be the person identified as may transpire between completion of one (1) year and October 1. Each officer, including the chair and vice-chair may serve two consecutive one (1) year terms, if re-elected. A Director may not be elected to hold more than one office on the Project Board. The chair shall be rotated at the end of each term, so that the vice-chair shall replace the chair, unless the chair is re-elected to a second consecutive one (1) year term Director and a new vice-chair, secretary and treasurer shall be elected each year. An officer may be removed by the Project Board at any time without cause. If a vacancy occurs in any office (e.g., chair, vice-chair, secretary, treasurer, etc.), the Project Board shall elect a Director as a replacement to serve the balance of the unexpired term. (C) The chair or the vice-chair, in the absence of the chair, shall conduct the meetings member of the Project Board in Schedule 2 (Project Board); and 7.6.3 the salary and perform such other functions as herein provided. The chair or vice chair, in the absence of the chair, shall take such actions, and have all such powers and sign all documents on behalf of the Cooperative relating to the specified Approved Water Project that led to creation costs of the Project Board. In Director shall be shared equally by the absence of the chair, vice-chair, treasurer and secretary, the Authorities; and 7.6.4 The Project Board Director shall elect one of their own to serve as chair pro-tem for that meeting. (D) The secretary, or the secretary’s designee, shall keep minutes of all meetings, proceedings and acts of the Project Board, but such minutes need not be verbatim. Copies of all minutes of the meetings of the Project Board shall promptly be sent removed or replaced unless three (3) months prior written notice is given by the secretary, or the secretary’s designee, Authorities to all Directors and each Member Government. The secretary may also attest to the execution of documents relating to the specified Approved Water Project that led to creation of the Project Board. The secretary and assistant secretary shall have such other powers as may be approved by resolution of the Project Board. 7.7 Each Authority may, at their discretion, replace their representatives (Eand their respective deputies) appointed to the Project Board, provided that: 7.7.1 at all times, they have representatives appointed to the Project Board in accordance with the positions identified in Schedule 2 (Project Board); and 7.7.2 any such replacement shall have no lesser status or authority than that set out at the second column of Schedule 2 (Project Board). 7.8 The Project Board shall have those administrative duties set forth meet as and when required in this Interlocal Agreementaccordance with the timetable for the Project and, Sections 163.01 in any event, at appropriate times and 373.713 on reasonable notice (to be issued through the Project Director) to carry out the Project Board Matters referred to in Schedule 1 (Procurement Milestones) and Chapter 189in carrying out such activities. 7.9 The details of the ways of working, Florida Statutes, as the same may be amended from time to time only as they relate to the specific Approved Water Project that led to creation clerking and other operational matters of the Project Board. Any certificate, resolution or instrument signed by the chair, vice- chair or such other person as may thereafter be designated and authorized Board are set out in Schedule 11 (Project Board Terms of Reference). 7.10 Each Authority shall provide all information reasonably required upon request by the Project Board shall be evidence of the action of the Cooperative as it relates to the specific Approved Water Project that led to creation of the Project Board and any such certificate, resolution or other instrument so signed shall be conclusively presumed to be authentic. (F) A Quorum of the Project Board shall be necessary for the transaction of business of the Cooperative relating to the specific Approved Water Project that led to creation of the Project Board. All comply with unanimous decisions of the Project Board to request such information. 7.11 Each Authority shall consult with the other Authorities to ensure the diligent progress of the day to day matters relating to the specific Approved Water Procurement Milestones. 7.12 The Project that led to creation of Board has appointed the Project Board shall be made by majority vote Director as identified in the table in Schedule 3 (Project Team) to carry out the functions set out in Part 1 of a Quorum Schedule 10 (Duties of the Project Board using the Weighted Vote Method, unless the Implementation Agreement for the specific Approved Water Director and Project specifies another voting methodManager).

Project Board. 7.1 The Board Authorities shall form the project board (“Project Board”) for the purpose of Directors sitting as a overseeing and co-ordinating the Procurement Milestones and to carry out the functions set out in Schedule 9 (Project Board govern the implementation Terms of an Approved Project. When the Reference). 7.2 The Project Board of Directors is constituted as a Project Board, it shall function as specified in Section 2.02, with the following exceptions: (A) All powers, privileges, and duties vested in or imposed on the Cooperative with regards not have power to approve any Matter Reserved to the approval and implementation of an Approved Water Project shall be exercised and performed by the Board of Directors constituted as a Project Board for that specific Approved Water Project; provided, however, that the exercise of any and all executive, administrative and ministerial powers regarding that specific Approved Water Project may be delegated by the Project Board. Any Director whose Member Government is a party to the Implementation Agreement for the specific Approved Water Project is a voting member Authorities. 7.3 The first members of the Project Board are those persons named in the first column of the table set out in Schedule 2 (Project Board; and any Director whose Member Government is not party to the Implementation Agreement for the specific Approved Water Project shall not have a vote and ). 7.4 Each Authority shall be considered an ex officio member entitled from time to time to appoint a deputy for each of its representatives set out in Schedule 2 (Project Board), but such deputy (in each case) shall only be entitled to attend meetings of the Project Board in the absence of his or her corresponding principal. 7.5 Each Authority shall be entitled to invite appropriate third parties to observe Project Board meetings and such third parties shall be entitled to take part in such Project Board Meetings at the discretion of the Chairperson of the Project Board. (B) No later than thirty (30) days following approval of the Implementation Agreement for the Approved Water Project by all the Participating Member Governments, 7.6 The Authorities shall procure that: 7.6.1 the Project Board shall meet appoints a person to elect Directors (represent the interests of all of whom are from participating Member Governments) to serve as the chair, vice-chair, secretary, treasurer Authorities in respect of their operational requirements for the Project who shall be called the Project Director and such other offices as created by who shall be a member of the Project Board, each of whom ; 7.6.2 the first Project Director appointed in accordance with Clause 7.6.1 (Project Board) shall serve for a term of one (1) year be an officer seconded from Hartlepool and such additional time who shall be the person identified as may transpire between completion of one (1) year and October 1. Each officer, including the chair and vice-chair may serve two consecutive one (1) year terms, if re-elected. A Director may not be elected to hold more than one office on the Project Board. The chair shall be rotated at the end of each term, so that the vice-chair shall replace the chair, unless the chair is re-elected to a second consecutive one (1) year term Director and a new vice-chair, secretary and treasurer shall be elected each year. An officer may be removed by the Project Board at any time without cause. If a vacancy occurs in any office (e.g., chair, vice-chair, secretary, treasurer, etc.), the Project Board shall elect a Director as a replacement to serve the balance of the unexpired term. (C) The chair or the vice-chair, in the absence of the chair, shall conduct the meetings member of the Project Board in Schedule 2 (Project Board); and 7.6.3 the salary and perform such other functions as herein provided. The chair or vice chair, in the absence of the chair, shall take such actions, and have all such powers and sign all documents on behalf of the Cooperative relating to the specified Approved Water Project that led to creation costs of the Project Board. In Director shall be shared equally by the absence of the chair, vice-chair, treasurer and secretary, the Authorities; and 7.6.4 The Project Board Director shall elect one of their own to serve as chair pro-tem for that meeting. (D) The secretary, or the secretary’s designee, shall keep minutes of all meetings, proceedings and acts of the Project Board, but such minutes need not be verbatim. Copies of all minutes of the meetings of the Project Board shall promptly be sent removed or replaced unless three (3) months prior written notice is given by the secretary, or the secretary’s designee, Authorities to all Directors and each Member Government. The secretary may also attest to the execution of documents relating to the specified Approved Water Project that led to creation of the Project Board. The secretary and assistant secretary shall have such other powers as may be approved by resolution of the Project Board. 7.7 Each Authority may, at their discretion, replace their representatives (Eand their respective deputies) appointed to the Project Board, provided that: 7.7.1 at all times, they have representatives appointed to the Project Board in accordance with the positions identified in Schedule 2 (Project Board); and 7.7.2 any such replacement shall have no lesser status or authority than that set out at the second column of Schedule 2 (Project Board). 7.8 The Project Board shall have those administrative duties set forth meet as and when required in this Interlocal Agreementaccordance with the timetable for the Project and, Sections 163.01 in any event, at appropriate times and 373.713 on reasonable notice (to be issued through the Project Director) to carry out the Project Board Matters referred to in Schedule 1 (Procurement Milestones) and Chapter 189in carrying out such activities. 7.9 The details of the ways of working, Florida Statutes, as the same may be amended from time to time only as they relate to the specific Approved Water Project that led to creation clerking and other operational matters of the Project Board. Any certificate, resolution or instrument signed by the chair, vice- chair or such other person as may thereafter be designated and authorized Board are set out in Schedule 9 (Project Board Terms of Reference). 7.10 Each Authority shall provide all information reasonably required upon request by the Project Board shall be evidence of the action of the Cooperative as it relates to the specific Approved Water Project that led to creation of the Project Board and any such certificate, resolution or other instrument so signed shall be conclusively presumed to be authentic. (F) A Quorum of the Project Board shall be necessary for the transaction of business of the Cooperative relating to the specific Approved Water Project that led to creation of the Project Board. All comply with unanimous decisions of the Project Board to request such information. 7.11 Each Authority shall consult with the other Authorities to ensure the diligent progress of the day to day matters relating to the specific Approved Water Procurement Milestones. 7.12 The Project that led to creation of Board has appointed the Project Board shall be made by majority vote Director as identified in the table in Schedule 3 (Project Team) to carry out the functions set out in Part 1 of a Quorum Schedule 8 (Duties of the Project Board using the Weighted Vote Method, unless the Implementation Agreement for the specific Approved Water Director and Project specifies another voting methodManager).