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ARTICLE III BOARD OF DIRECTORS Section 3.1 GENERAL POWERS. The business and affairs of the Authority shall be managed by its Board. Section 3.2 PERFORMANCE OF DUTIES. A director of the Authority shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith and in a manner he or she reasonably believes to be in the best interests of the Authority. Directors individually and the Board collectively shall act in accordance with their fiduciaxy duties to advance the goals and objectives of the Authority. Section 3.3 NUMBERS, TENURE AND QUALIFICATIONS. 3.3.1. Number of Directors. The initial number of Directors shall be five (5). The number of Directors may be expanded if other public entities join the Authority. The Board may appoint advisors who shall not have the right to vote and shall not be authorized to exercise any governmentai fiznction. 3.3.2. Appointment, qualifications and term. The Board of Directors of DW 1 and DW 2 shall each appoint one Director. The Board of County Commissioners of LPC shall appoint two Directors who shall be retail customers of the Authority and shall appoint one Dtreetuf-��o -i�' �rot -a e�tsto�e� of tlre A��Qrit� arrd wl�o �ay be arr off cial or� em�slvyee crf La Plata. County. The Directors of the Authority shall serve at the pleasure of the governing body of the appointing Member. Each Director shall serve for a term of three years; except that the original Directors shall initially serve staggered terms as follows: _Q�e-retail -IIi�Eetor: -one -�ea�.ter� One retail Director: two yeax term One at large Director: three year term Durango West 1 Director: one year term Durango West 2 Director: two year term Directors shall hold their offices until their successors are appointed. A Director may be re- appointed for successive terms. A vacancy, whether the result of a Director's resignation, death, removal, or disability, sha11 be filled within sixty (60) da.ys by appointment of a replacement by the appropriate Member. Section 3.41�G�JLAk 1Li�'��NU�: "1`he ��oard of f�irectors shaYl provide,"6y resolu�ion, the time and place for the holding of regular and special meetings as required by law. Section 3. S SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. -2-