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SECTION 3 <br /> JOINT POWERS GOVERNING BOARD <br /> 3.1 Board Membership. The SC Board of Directors,when exercising the joint powers <br /> authorized by this Agreement,will also serve as the Board referred to in this Agreement. The <br /> Board will be elected pursuant to the Bylaws of the SC. As appropriate,the Board may designate <br /> one or more representatives to act on its behalf. <br /> 3.2 Upon Dissolution of the SC. In the event that the SC is dissolved,the Board shall <br /> continue to exist and its members shall be elected solely form the governing bodies of the <br /> Participant Members to this Agreement in a manner consistent with the provisions of the Joint <br /> Powers Act,Minn. Stat.471.59, Subd. 2. Any administrative services provided by the SC prior <br /> to its dissolution shall be provided thereafter as determined by the Board in its discretion. <br /> 3.3 Acknowledgement by Associate Members. Associate Members acknowledge that <br /> Minn. Stat.471.59 does not authorize their participation in a Joint Powers Agreement, even <br /> though Minn. Stat. 123A.21, Subd. 3 authorizes nonprofit,non-governmental organizations to <br /> participate in Group Employee Benefits,Other Financial and Risk Management Services, and <br /> other programs made available by the SC,such non-governmental Associate Members agree to be <br /> bound by the terms of this Agreement(other than those terms explicitly applicable only to <br /> Participant Members)and that the Board is representative of their interests. <br /> SECTION 4 <br /> RIGHTS AND RESPONSIBILITIES OF THE BOARD <br /> 4.1 Authorized Powers. Pursuant to Minn. Stat.471.59, Subd. 2, in addition to any other <br /> powers specifically delegated to the Board by this Agreement,the Board is hereby authorized to: <br /> (a) establish,procure and administer Group Employee Benefits and Other Financial <br /> and Risk Management Services; <br /> (b) define and clarify requests for proposals,rights and responsibilities, length of <br /> contract,premium or contribution rates and other costs,termination guidelines, <br /> the relative liability of the parties,and the method(s)by which parties to this <br /> Agreement shall exercise their common powers;and <br /> (c) receive,collect, hold, invest,expand and disburse Program Funds in connection <br /> with the exercise of its powers under this Agreement. <br /> 4.2 Group Employee Benefits. <br /> 4.2.1 CBA Employee Benefits. The Board may from time to time make employee <br /> welfare and retirement benefits available for adoption by Participants pursuant to a CBA. The <br /> Board may arrange alternative financing arrangements respecting such benefits,and may <br /> administer or arrange for the administration of such benefits. Any employee or collective <br /> bargaining representative notification of alternative financing arrangements shall be the <br /> responsibility of the Participant. The Group Contact for the provision of such benefits shall be <br /> -4- <br />