Legal Assembly Act

LEGAL ASSEMBLY ACT

This Legal Assembly Act (the "Act") is made and entered into as of Effective Date: by and between Proponent Name: with principal address: (hereinafter "Proponent"), and Approving Authority Name: with principal address: (hereinafter "Authority"). Proponent and Authority are collectively referred to as the "Parties."

Recitals

WHEREAS, Proponent desires to establish a collective body to perform the functions and exercise the powers described herein under the name Assembly Name: to carry out the assembly purpose described below;

WHEREAS, Authority has the regulatory or contractual capacity to authorize and recognize such assembly and to prescribe minimum governance standards consistent with applicable law; and

WHEREAS, the Parties wish to set forth the composition, powers, duties, procedures and governance for the Assembly in a single binding instrument;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the Parties agree as follows:

1. Definitions

1.1. "Assembly" means the organized body established pursuant to this Act under the name specified in assembly_name. "Member" means any Person admitted to membership in the Assembly in accordance with Section 3. "Quorum" means the minimum number or proportion of Members required to be present to conduct business as set forth in Section 5.

2. Establishment and Purpose

2.1. Establishment. The Parties hereby establish the Assembly as a deliberative and administrative body to take effect on the Effective Date and operate subject to the terms of this Act.

2.2. Purpose. The primary purpose of the Assembly is to: . The Assembly shall exercise only those powers expressly conferred by this Act and any implementing instruments executed by the Parties.

3. Composition and Membership

3.1. Membership. The Assembly shall consist of up to Members. The process for admission shall require nomination and majority approval of existing Members unless otherwise specified in this Act.

3.2. Terms. Members shall serve for terms of subject to removal for cause as set forth in Section 6.

4. Powers and Duties

4.1. General Powers. The Assembly shall have the power to adopt bylaws, set internal procedures, form committees, retain staff or consultants, and take such actions reasonably necessary to fulfill its purpose, provided that such actions are consistent with applicable law and do not exceed the scope delegated by the Authority.

4.2. Specific Duties. Without limiting the foregoing, the Assembly shall: (a) prepare an annual plan of activities; (b) maintain accurate records of meetings and decisions; and (c) submit reports to the Authority as required. Additional duties may be specified here:

5. Meetings and Voting

5.1. Regular Meetings. The Assembly shall hold regular meetings at intervals determined by the Members but not less frequently than .

5.2. Quorum and Voting. Quorum for the transaction of business shall be . Except as otherwise provided in this Act, action of the Assembly requires the affirmative vote of at least of Members present and voting.

5.3. Meeting Notice. Notice of regular meetings shall be provided not less than days in advance. Emergency meetings may be called with shorter notice where necessary for the protection of public or organizational interests.

6. Officers, Committees and Removal

6.1. Officers. The Members shall elect from among themselves a Chair and such other officers as the Assembly deems necessary. Officers shall perform the duties set forth in the bylaws.

6.2. Committees. The Assembly may establish standing or ad hoc committees and delegate authority to such committees subject to ratification by the Assembly.

6.3. Removal. A Member may be removed for cause by a vote of of the Members then in office, following notice and an opportunity to be heard.

7. Finance and Records

7.1. Fiscal Agent. The Assembly may designate a fiscal agent or treasury officer to receive, disburse and account for funds. Fiscal agent designation:

7.2. Records. Accurate books and records shall be kept and made available to the Authority upon reasonable request. Financial statements shall be prepared annually or as required by prevailing standards.

8. Notices

Notices to Proponent

Notices to Authority

Notices shall be effective upon personal delivery, upon delivery by nationally recognized courier, or three days after deposit in the U.S. mail, postage prepaid, to the addresses provided above, or to such other address as a Party may designate by written notice.

9. Amendment and Waiver

9.1. Amendment. This Act may be amended only by a written instrument signed by duly authorized representatives of both Parties. Any purported amendment not executed in accordance with this Section shall be void.

9.2. Waiver. Failure or delay by either Party to enforce any provision of this Act shall not constitute a waiver of that provision or any other provision, unless the waiver is in writing and signed by the waiving Party.

10. Term and Termination

10.1. Term. This Act shall remain in force until terminated by mutual written agreement of the Parties or as otherwise provided herein.

10.2. Termination for Cause. Either Party may terminate this Act upon material breach by the other Party if the breaching Party fails to cure the breach within days after written notice specifying the breach.

11. Governing Law

This Act shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to principles of conflicts of law that would direct the application of the laws of another jurisdiction.

12. Entire Agreement

This Act constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

13. Severability

If any provision of this Act is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a legally valid provision that most closely approximates the Parties' intent.

14. Counterparts and Execution

This Act may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective for all purposes.

15. Certifications

Each Party warrants and represents that (a) it has full power and authority to enter into this Act, (b) the individual signing on its behalf is duly authorized to execute this Act and bind the Party, and (c) the execution and performance of this Act do not violate any agreement or law applicable to such Party.

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