BOARD00151 (2) - Laserfiche WebLink

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. . . authority of, and the business and affairs of the Association shall be managed under, the direction of its management committee ("Management Committee"). 3.2 Representatives and Voting. Each Member shall designate from time to time its voting representative and an alternate to serve on the Management Committee. Each Member shall have one vote on actions taken by the Management Committee. If a Member sells, transfers, permits, or leases all or a portion of its interest in the ALP, the holders of the transferred interest shall determine how to cast the Member's one vote. A Member may replace its representative or alternate on the Management Committee by providing written notice to the Management Committee at any time prior to the start of a meeting of the Management Committee. 3.3 Officers. The Management Committee shall have officers to perform certain duties for the Management Committee on behalf of the Association. If any officer is unable to perform his duties, the Management Committee may elect an interim officer until such time as the officer can resume his duties. The Officers shall be a Chair. The Chair shall have general and active control of the Association's affairs and business as directed by the Management Committee. The Chair shall revolve on an annual basis. The initial Chair shall be the representative of the Ute Mountain Ute Tribe, followed, in sequential order, by representatives of the San Juan Water Commission; the the Colorado Water Resource and Power Development Authority; the Navajo Nation; the State of Colorado; the La Plata Water Conservancy District; and the Southern Ute Indian Tribe. The Chair shall be responsible for setting and chairing the Management Committee meetings, and maintaining contact with the Bureau of Reclamation and with any entity or entities retained to undertake day-to-day operation and maintenance of the ALP. b. Secretary. The Secretary shall (i) prepare and maintain as permanent records the minutes of the proceedings of the Management Committee, a record of all actions taken by the Management Committee, and a record of all waivers of notice of meetings of the Management Committee, (ii) see that all notices are duly given in accordance with the provisions of this Agreement and as required by law, (iii) serve as custodian of the Association records, (iv) keep at the Association's registered office or principal place of business a record containing the names and addresses of all Members, successors, or assigns, (v) maintain at the Association's principal office the originals or copies of this Agreement, minutes of all Management Committee meetings, all written communications within the past three years to Members, (vi) list of the current representatives and alternates, a copy of the Association's most recent corporate report filed with the Colorado Secretary of State, and financial statements showing in reasonable detail the Association's assets and liabilities and results of operations for the last three years, (vii) authenticate records of the Association, and (viii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to to the Secretary by the Management Committee. The Management Committee may, however, designate a person other than the Secretary to keep the minutes of its meetings. Any books, records, or minutes of the Association may be in written form or in any form capable of being converted into written form within a reasonable time.