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allocation is made for the next Fiscal Year. <br /> . 1 <br /> (D) Meetings. Initial meetings of the Representatives and <br /> of the Board of Directors shall be held upon the call of the <br /> Directors, after notice , for the purpose of determining the votes <br /> of Representatives as provided in Section 9 (C) hereof , adopting <br /> Bylaws, electing Directors and officers, adopting an initial <br /> operating budget for the remainder of the Fiscal Year, and <br /> transacting any other business that may come before the meetings. <br /> The Bylaws shall be proposed by the Board of Directors and shall <br /> become effective when approved by resolution adopted by the <br /> affirmative vote of ( i ) two-thirds of the Representatives , each <br /> casting one vote, and ( ii) two-thirds of the votes cast by the <br /> Representatives in accordance with the weighted voting formula set <br /> forth in Section 9 (C) hereof . Thereafter, the Representatives <br /> shall hold an annual meeting at a time and place provided in the <br /> Bylaws or in a resolution adopted by the Representatives, at which <br /> any business may be transacted , and special meetings upon such <br /> call and notice and at such times and places as may be provided by <br /> or pursuant to the Bylaws or in a resolution adopted by the <br /> Representatives. <br /> (E) Board of Directors . The powers of the Municipal Power <br /> Agency shall be exercised by the Board of Directors in which shall <br /> be vested all of the powers conferred on the Municipal Power <br /> Agency by the Act and this Agency Agreement other than those <br /> powers described in Section 9 (B) hereof which shall require the <br /> approval of the Representatives . The initial Board of Directors <br /> is set forth in Section 6 hereof . Only Representatives shall be <br /> eligible for election to the Board of Directors. Compensation for <br /> Directors shall be set by the Representatives . Directors shall <br /> discharge their duties in good faith, and with that diligence and <br /> care which an ordinary prudent person in a like position would <br /> exercise under similar circumstances . Actions by the Board of <br /> Directors may be taken upon the vote of a majority of the <br /> Directors present and voting at any meeting at which a quorum is <br /> present. Directors shall not cast "weighted votes" and each <br /> Director shall cast but one vote . <br /> Until the first meetings of the Board of Directors and <br /> Representatives, the Initial Representatives shall constitute the <br /> Board of Directors . At such initial meeting of the <br /> Representatives, the new Directors shall be selected as provided <br /> below, and , at the time of selection of such new Directors , the <br /> terms of office of the Initial Representatives as Directors shall <br /> cease and such new Directors shall take office . If the Municipal <br /> Power Agency has seven members or less, the Board of Directors <br /> shall consist of the Representatives from each of the members . If <br /> the Municipal Power Agency has more than seven members , the Board <br /> of Directors shall consist of seven ( 7) Directors , appointed or <br /> elected as follows : <br /> l (1 ) The Representatives of the three members which have the <br /> greatest number of votes allocated to them pursuant to Section <br /> - 9 - <br />