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The Board of Directors may, by majority vote and for cause, remove a Board member <br />from the Board of Directors and terminate the Board member's right to participate in <br />governance of the PSERN Operator. Immediately after the vote removing a Board <br />member, the Party's alternate shall become its Board of Directors member. If the Party <br />has not designated an alternate, the vacancy provisions in Section 4.2.4 shall apply. <br />Cause for removal may include failure to act in good faith in participating in the Board of <br />Directors and willful, arbitrary failure to perform the Board member's obligations as set <br />forth in this Agreement. <br />12.0 DISSOLUTION AND TERMINATION <br />12.1 Three (3) or more Directors may, at any one time, call for a vote on the complete <br />dissolution of the PSERN Operator and termination of this Agreement. Upon both: (a) the <br />affirmative vote of a majority of the full Board for dissolution and termination; and (b) the <br />affirmative vote of a majority of the Parties' legislative bodies for dissolution and <br />termination, the Board shall establish a task force to determine how the PSERN System <br />assets and liabilities will be divided upon such dissolution and termination. For purposes <br />of this section, each Party shall determine what constitutes an affirmative vote of its <br />legislative body. <br />12.2 Approval of the plan for disposition of the PSERN System assets and liabilities (the <br />"Disposition Plan") shall require a unanimous affirmative vote of the full Board. If the Board <br />fails to approve the Disposition Plan within one (1) year of the last legislative body vote <br />under Section 12.1.b, the Parties shall proceed with the impasse resolution procedures <br />in Section 4.5. <br />12.3 Following the approval of the Disposition Plan, the PSERN Operator shall wind up <br />business in accordance with the Disposition Plan and any other terms set by the Board. <br />The Board shall set the date for termination of this Agreement by affirmative majority vote <br />of the full Board. <br />13.0 LEGAL RELATIONS <br />13.1 Employees and No Third Party Beneficiaries <br />13.1.1 Nothing in this Agreement shall make any employee of one Party an <br />employee of another Party for any purpose, including, but not limited to, for <br />withholding of taxes, payment of benefits, worker's compensation pursuant to Title <br />51 RCW, or any other rights or privileges accorded by virtue of their employment. <br />No Party assumes any responsibility for the payment of any compensation, fees, <br />wages, benefits or taxes to or on behalf of any other Party's employees. No <br />employees or agents of one Party shall be deemed, or represent themselves to <br />be, employees of another Party. <br />13.1.2 It is understood and agreed that this Agreement is solely for the benefit of <br />the Parties and gives no right to any other person or entity. <br />13.2 Indemnification. <br />Page 17 <br />