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County of Los Angeles, as long as they have not, pursuant to the provisions hereof, withdrawn or been
terminated from this Agreement.

5.2 New Members. It is recognized that a public agency that is not a Member on the
Effective Date of this Agreement may wish to participate in the SCV-GSA. Additional public agencies
or mutual water companies may become members of the SCV-GSA upon such terms and conditions as
established by the Board of Directors and upon the unanimous consent of the existing Members,
evidenced by the execution of a written amendment to this Agreement signed by all of the Members,
including the additional public agency or mutual water company. The addition of new Members shall
not affect any rights of existing Members without the consent of all affected Members.

ARTICLE 6.
BOARD OF DIRECTORS

6.1 Formation of the Board of Directors. The SCV-GSA shall be governed by a Board of
Directors (“Board of Directors” or “Board”). The Board shall consist of seven (7) Directors who shall be
appointed in the manner set forth as follows:

6.1.1 Four (4) Directors appointed by the Board of Directors for the Santa Clarita
Valley Water Agency, which is the successor entity to the Castaic Lake Water Agency, the Newhall
County Water District, the Santa Clarita Water Division, and the Valencia Water Company.

6.1.2 One (1) Director appointed by the City Council for the City of Santa Clarita.

6.1.3 One (1) Director appointed by the County of Los Angeles Board of Supervisors.

6.1.4 One (1) Director appointed by Los Angeles County Waterworks District No. 36,
Val Verde.

6.2 Initial Directors. The six (6) individuals who were appointed to the predecessor SCV-
GSA pursuant to the MOU by a Member or a predecessor in interest to a Member are hereby deemed by
the Members to be appointed to the Board of Directors. Consistent with Section 6.1.1 above, the Santa
Clarita Valley Water Agency shall appoint one additional director so it has a total of four appointed
Directors.
6.3 Alternate Directors. Each Member may also appoint one Alternate Director for each of
its members of the Board of Directors. Unless appearing as a substitute for a Director due to absence or
conflict of interest, Alternate Directors shall have no vote, and shall not participate in any discussions or
deliberations of the Board. In such instances, Alternate Directors are not prohibited from attending
meetings and may participate in public comment. If a Director is not present, or if a Director has a
conflict of interest which precludes participation by the Director in any decision-making process of the
Board, the Alternate Director appointed to act in his/her place shall assume all rights of the Director, and
shall have the authority to act in his/her absence, including casting votes on matters before the Board.

6.4 Duties of the Board of Directors. The business and affairs of the SCV-GSA, and all of
the powers of the SCV-GSA, including without limitation all powers set forth in Article 4 (Powers), are
reserved to and shall be exercised by and through the Board of Directors, except as may be expressly
delegated pursuant to this Agreement, bylaws, or by specific action of the Board of Directors.

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