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November 12, 2019 ARTICLE III CREATING JURISDICTIONS The creating jurisdictions are the City of Chesapeake, Virginia, the City of Norfolk, Virginia, the City of Portsmouth, Virginia, the City of Suffolk, Virginia, and the City of Virginia Beach, Virginia, each a municipal corporation of the Commonwealth of Virginia (collectively the “member localities”). Although the member localities shall each appoint members of the Authority Board of Directors pursuant to Article V of these Articles of Incorporation, the Authority shall have no “members” as that term is defined in the Virginia Non-Stock Corporation Act, Chapter 10 of Title 13.1 of the Code of Virginia. ARTICLE IV JOINDER OR WITHDRAWAL OF JURISDICTIONS; MERGER OF AUTHORITIES Any locality may join the Authority, and any locality which is a member of the Authority may withdraw therefrom, upon unanimous consent of the remaining members of the Authority in accordance with this Article. However, no locality may withdraw from the Authority, if the Authority has outstanding bonds without the unanimous consent of all the holders of such bonds unless all such bonds have been paid or cashed or United States government obligations have been deposited for their payment. The governing body of any locality wishing to join or withdraw from the Authority shall signify its desire by resolution or ordinance. If the Authority’s board of directors and each member locality by resolution expresses its consent to the withdrawal or joinder of a locality, the governing body of the locality requesting withdrawal or joinder and the governing bodies of the other member localities shall advertise the ordinance, resolution, or agreement providing for such joinder or withdrawal and hold a public hearing in accordance with Section 15.2-5431.5 of the Code of Virginia, 1950, as amended. Such ordinance, resolution, or agreement shall be adopted in the same manner and with the same formalities as would be necessary to create a new authority, mutatis mutandis. In the event a locality seeks to join or withdraw from the Authority, the resolutions, ordinances, or agreement creating the new Authority shall specify the number and terms of office of members of the board of directors of the expanded Authority which must be appointed by each of the member localities, and the names, addresses, and terms of office of new initial appointees to the board of directors. The amended articles of incorporation shall be filed with the State Corporation Commission as provided by law. Upon the date of issuance of the certificate by the State Corporation Commission for the amended articles of incorporation, the terms of office of the board members of the existing Authority shall terminate and the appointments made in the resolutions, ordinances, or agreement creating the new Authority shall begin. Merger of two authorities existing under the Act shall be accomplished by the same method as joinder of a new member locality. ARTICLE V BOARD OF DIRECTORS, TERMS OF OFFICE The powers of the Authority shall be exercised by a board of directors composed of five voting members and five alternate members, with one voting member and one alternate appointed by the governing bodies of each of the member localities as set forth in this Article. Members of the board of directors or their alternate members may be, but are not required to be, members of the governing body or professional staff of a member locality. In the event a board of directors member or alternate member is removed from office as a director, has his or her term of office with the appointing locality end, or has his or her employment with the appointing locality end during his or her term on the board of directors, that board of directors member shall be disqualified and his or her seat on the board of directors shall become automatically vacant. The governing body of the member locality that appointed that board member may appoint a replacement to serve the remainder of the term.