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(j) To exercise all other powers as may reasonably be implied under this Agreement and/or necessary to carry out the purposes oldie IRL Council. The IRL Council will not have the power to promulgate, issue or make rules or regulations, issue bonds, levy taxes, charge rates, fees or rents, condemn or assume any additional governmental powers by the other Parties except as specifically allowed by this Agreement. 5.3 Transition. Once the IRL Council is fully operational, as described in this section, all tangible personal property, assets, field equipment. finds and copies of all records of the SJRWMD used specifically by or for the NEP and the IRL Council employee(s) will be offered by SJRWMD, after consultation with EPA, to the IRL Council. The IRL Council will have the opportunity, after due diligence and review. to accept the offer of SJRWMD, in whole or in part. In order to become fully operational, the Board of Directors must first (i) approve an Operating Procedures Manual establishing procedures the IRL Council will follow in its operations, including hiring/termination, pay/compensation benefits, procurement of services and general policies and (ii) enter into agreements with third parties to provide administrative support to the IRL Council and the Board of Directors. After affirmative acceptance by and effective transfer to the IRL Council, responsibility for any grants. contracts, and other legal documents in the name of SJRWMD on behalf of the NEP will be transferred to the IRL Council and the IRL Council shall be bound to the terms and conditions contained therein. 5.4 Board of Directors. All powers, privileges and duties vested in or imposed upon the IRL Council will be exercised and performed by and through a Board of Directors; provided, however, that the exercise of any and all executive, administrative and ministerial powers may be delegated to committees and/or an Executive Director. The Board of Directors will be comprised of one Director from each of the Parties to this Agreement and each Director will be entitled to one vote. EPA will be requested to provide a representative to attend meetings of the Board of Directors to provide technical assistance and present the position of EPA on issues to be considered by the Board of Directors. Each Party shall appoint its Director and an alternate to serve as their representative immediately upon adoption of this Agreement. Directors and alternates representing the Counties will be elected officials serving on the commissions or council of the Counties. Directors representing SFWMD or SJRWMD will be members of the Governing Boards and alternates representing SFWMD or SJRWMD will be staff of SFWMD or SJRWMD. The Director and alternate representing FDEP shall be at least a Deputy Director or equivalent position. In the event the Director or alternate will no longer serve the Party as an employee or elected official, the Party shall appoint a new Director or alternate. Each Party may change the initial or alternative director from time to time, but must provide to the IRL Council a minimum of two (2) business day's prior written notice before any meeting. The Board of Directors will have policy-making powers for the 1RL Council, in addition to those powers explicitly set forth in this Agreement. The Board of Directors will serve without compensation. 6