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annual operating budget. <br /> Any Member voting against the proposed annual operating <br /> budget and which does not wish to be assessed, must withdraw from <br /> the Municipal Power Agency within sixty (60) days of the date of <br /> adoption of the annual operating budget by the Representatives, in <br /> accordance with the procedure set forth in Section 9 (A) of this <br /> Agency Agreement. Any such withdrawing Member shall not be liable <br /> for the assessment previously made, but shall be liable for the <br /> amounts, if any, calculated in accordance with Section 9 (A) . If <br /> any member withdraws from the Municipal Power Agency within sixty <br /> ( 60) days of the adoption of the annual operating budget, the <br /> Board of Directors shall propose another annual operating budget <br /> which shall be approved and assessed as set forth above. <br /> Any amendment to the annual operating budget shall be <br /> proposed by the Board of Directors and approved by the <br /> Representatives in the same manner as the adoption of the annual <br /> operating budget. <br /> No person or Member shall have any right or cause of action <br /> against any Member not promptly paying any part of all of its <br /> assessment, but such right or cause of action shall be vested <br /> solely in, and may be exercised only by, the Municipal Power <br /> Agency , which may enforce the same as a contract right against the <br /> non-paying Member. Before exercising any such rights, the <br /> Municipal Power Agency shall serve notice of such non-payment with <br /> the Representative or the Commission of the non-paying Member, <br /> which notice shall state the amount of the unpaid assessment, and <br /> demand payment therefor. If such Member has not paid the <br /> deficiency in full within thirty ( 30 ) days from the date such <br /> notice was served , the Municipal Power Agency may take any <br /> enforcement action deemed appropriate by the Board of Directors . <br /> Subject to the provisions of any contract by which the <br /> Municipal Power Agency is bound to the contrary, members shall be <br /> reimbursed for assessments paid from excess revenues of the <br /> Municipal Power Agency in the manner prescribed by the Board of <br /> Directors. <br /> Any Member which fails to pay when due its assessments , and • <br /> any Member which breaches any contract with the Municipal Power <br /> Agency , may be excluded from membership in the Municipal Power <br /> Agency as provided in Section 9 (A) of this Agency Agreement. Such <br /> excluded Member shall continue to be liable for the unpaid <br /> assessments or for its obligations under the contract with the <br /> Municipal Power Agency. <br /> (J ) Quorum. A quorum for a meeting of the Representatives <br /> is ( i ) a majority of the total number of Representatives , and ( ii ) <br /> ti that number of Representatives which may , by weighted voting, cast <br /> a majority of the aggregate amount of votes capable of being cast <br /> by all Representatives . <br /> - 13 - <br />