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8.4 Local Conflict of Interest Code. The Board of Directors shall adopt a local conflict of
interest code pursuant to the provisions of the Political Reform Act of 1974 (Government Code sections
81000, et seq.) at the first meeting following the appointment of the Directors.

ARTICLE 9.
VOTING

9.1 Quorum. A quorum of any meeting of the Board of Directors shall consist of a majority
of the Directors. In the absence of a quorum, any meeting of the Directors may be adjourned by a vote
of a simple majority of Directors present, but no other business may be transacted. For purposes of this
Article, a Director shall be deemed present if the Director appears at the meeting in person or
participates telephonically or by other electronic means, provided the telephone or electronic appearance
is consistent with the requirements of the Ralph M. Brown Act.

9.2 Director Votes. Voting by the Board of Directors shall be made on the basis of one vote
for each Director.

9.3 Affirmative Decisions of the Board of Directors - Simple Majority Vote. Except as
otherwise specified in this Agreement, all decisions of the Board of Directors shall require the
affirmative vote of at least four (4) Directors.

9.4 Matters Requiring Supermajority Vote. Decisions concerning the following matters shall
require a supermajority vote of the Directors in order to pass: (1) the adoption of the GSP and any
amendments thereto; (2) any amendments to the bylaws; (3) approval of the annual budget; (4) the
adoption of any groundwater regulatory or extraction fees; (5) the adoption of any taxes, fees or
assessments subject to Proposition 218; (6) a decision to initiate or settle litigation; (7) a decision to
commence eminent domain proceedings; and (8) the approval of any agreement between the SCV-GSA
and any Member.

ARTICLE 10.
STAFF AND SERVICES

10.1 Staff and Services. The SCV-GSA may employ full-time and/or part-time employees,
assistants, and independent contractors who may be necessary from time to time to accomplish the
purposes of the SCV-GSA, subject to the approval of the Board of Directors. The SCV-GSA may
contract with a Member or other public agency or private entity for various services, including without
limitation, those related to the SCV-GSA’s finances, purchasing, risk management, information
technology, and human resources. A written agreement shall be entered between the SCV-GSA and the
Member or other public agency or private entity contracting to provide such service, and that agreement
shall specify the terms on which such services shall be provided, including without limitation, the
compensation, if any, that shall be made for the provision of such services.

10.2 Initial Administration and Staffing. Unless otherwise determined by the Board, SCV
Water will manage the administrative operations of the SCV-GSA and the development of the GSP. In
connection with this role and pursuant to a separate agreement between SCV Water and the SCV-GSA,
SCV Water will provide staff resources to administer the operations of the SCV-GSA and will be
authorized to contract directly with consultants and other parties, including the State of California, as
required to carry out the direction of the SCV-GSA Board. Unless otherwise provided by the Board,

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