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described in Section 9 (C) hereof . Any Director elected pursuant <br /> ) to subsection ( 2) above and removed for cause shall be replaced by <br /> a Representative elected as provided in subsection ( 2) above, and <br /> the term of such new Director shall expire on the date on which <br /> the removed Director ' s term would have expired . Any Director who <br /> is entitled to automatic representation on the Board of Directors <br /> pursuant to subsection (1 ) above and is removed for cause shall be <br /> replaced by a Representative elected as provided in subsection (1 ) <br /> above, who shall remain a Director until the Member selects a <br /> succesor whichs time Representative schs successor tRepresentativech Director, <br /> shall replace such new <br /> Director. <br /> Meetings of the Board of Directors shall be held in <br /> accordance with the provisions of the Bylaws. <br /> (F) Bylaws. The Board of Directors shall recommend and the <br /> Representatives shall adopt Bylaws for the conduct of the affairs <br /> of the Municipal Power Agency. The Bylaws shall state the powers <br /> delegated to the Chairman, Vice-Chairman, Secretary and Treasurer . <br /> The Bylaws may establish the office ' of President to be filled by <br /> an employee and such other offices as it deems necessary for the and the <br /> condut Boardc of of Directors affairs <br /> resolution Municipal <br /> may pestablish Agency ,c duties and <br /> compensation of such offices. <br /> (G) Powers. Unless restricted by the Bylaws, by resolution <br /> adopted by a majority of the votes cast by the Representatives or <br /> by contract, the Municipal Power Agency may exercise any and all <br /> of the powers, rights and privileges granted to Agencies under the <br /> Act. <br /> (H) Restrictions on Powers . The Municipal Power Agency <br /> shall be subject to the following restrictions : <br /> (i ) it shall engage only in activities which are <br /> permitted by the Act; <br /> ( ii ) its income shall not inure to any private persons <br /> or corporations; <br /> ( iii ) if the Municipal Power Agency shall be dissolved <br /> after payment of all indebtedness, all of its assets shall be <br /> distributed to its Members ; and <br /> ( iv ) no Member shall be individually liable for any <br /> indebtedness incurred by the Municipal Power Agency nor for the <br /> indebtedness of any other Member, nor liable for any purpose in <br /> excess of the assessments made against that Member, determined as <br /> provided in Section i (Z ) . <br /> - 11 <br />