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<br />of the Board, the Executive Director may be an independent contractor or an employee of <br /> <br />the corporation. The Ex~cutive Director and any other such employees duly selected and <br /> <br /> <br />appointed employees shall receive such compensation and other benefits as the Board <br /> <br /> <br />may determine, and, additionally shall be entitled to reimbursement of expenses for <br /> <br /> <br />attendance at official meetings of and official functions for the Corporation. <br /> <br />ARTICLE IV. Membership <br /> <br />4.1 Eligibilitv. Any political subdivision that approves the Articles of Incorporation and <br /> <br /> <br />these Bylaws by ordinance, resolution, or order adopted by the governing body of the <br /> <br /> <br />political subdivision and that purchases electricity for one or more of their respective <br /> <br /> <br />public facilities is eligible for membership in Cities Aggregation Power Project, Inc., <br />subject to the right of the Board to determine eligibility and conditions of membership, <br />and subject further to the authority of the Board to terminate membership of any Member <br />as provided herein, or in any agreement made between the Member and the Corporation. <br /> <br />4.2 Representation. Each Member shall appoint, by formal action by its governing body, a <br /> <br /> <br />representative to act for it at the meetings of Members and shall give to the chair of the <br /> <br /> <br />Board of Directors in writing the name of the person thus appointed. Only appointed <br /> <br /> <br />representatives may act on behalf of Members in the conduct of business of the <br /> <br /> <br />corporation. If at any time, a Member withdraws from participation or otherwise has its <br /> <br /> <br />membership status terminated, that Member shall no longer have a representative in the <br /> <br />1669\02\Draft Bylaws <br /> <br />12 <br />