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the input of Consumers with behavioral health issues to improve behavioral health service delivery in the region. 5.5.4 Advisory Board members shall serve three (3) year renewable terms and until their successors are appointed and qualified, except that newly appointed members may serve longer terms so that an equal number of vacancies occur each year. Each year, those members whose term expire may seek to renew their term. Such a request shall be made to the Chairperson, who, with approval of a majority of members, shall recommend renewal of the member's term to the GCBH, LLC Executive Committee. The Executive Committee will discuss the renewal request and recommendation, and if approved, the Executive Committee Chairperson will renew the member for an additional three (3) year term. 5.5.5 The Chair of the Advisory Board, or designee, shall be an ex-officio, non-voting member of the Executive Committee. 5.5.6 The GCBH, LLC Administrator shall review and monitor Advisory Board Membership to insure that the membership meets criteria of representing various populations and interest groups as required by statute and regulations. In the event the Advisory Board is not in accordance with applicable statute and regulations, the Executive Committee shall determine the Advisory Board changes so as to meet the representation requirements of the applicable statutes and regulations. 5 .6 ompensation. The ASO will not pay the County Authorities or the representatives of the Executive Committee or representatives of the Advisory Board any fees or other compensation for its services provided except as set forth in this Agreement. 5.6 Limitati , n on Liability: Indemnification. Neither the Executive Committee nor the Advisory Board, or their respective representatives, officials, County Authorities, managers, employees or agents, shall be liable, responsible or accountable in damages or otherwise to the ASO or the County Authorities for any act or omission performed in good faith pursuant to the authority granted by this Agreement or in accordance with its provisions, and in a manner reasonably believed to be within the scope of the authority granted and in the best interest of the ASO; provided that such act or omission did not constitute fraud, intentional misconduct, or gross negligence. The ASO shall defend, indemnify and hold harmless the Executive Committee and the Advisory Board and any of their respective representatives, officials, County Authorities, managers, employees or agents thereof, against any liability, loss, damage, cost or expense, including reasonable attorney's fees, which arise out of the ASO's actions, inactions or obligations under this Agreement. No County Authority or representative of the Executive Committee or the Advisory Board shall have any personal liability with respect to the satisfaction of any required indemnification. FIRST AMENDED ASO OPERA TING AGREEMENT Page 13 of33