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Attachment 1 <br />Page 7 of 14 <br /> <br />Approved [insert date] <br />D and adjustments shall be approved by the Board. <br /> <br />3.7.3. Approval Requirements Relating to CCA Program. Except as provided in Sections <br />3.7.4 and 3.7.5 below, action of the Board shall require the affirmative vote of a majority <br />of Directors present at the meeting. <br /> <br />3.7.4. Option for Approval by Voting Shares. Notwithstanding Section 3.7.3, any Director <br />present at a meeting may demand that approval of any matter related to the CCA Program <br />be determined on the basis of both voting shares and by the affirmative vote of a majority <br />of Directors present at the meeting. If a Director makes such a demand with respect to <br />approval of any such matter, then approval of such matter shall require the affirmative vote <br />of a majority of Directors present at the meeting and the affirmative vote of Directors <br />having a majority of voting shares present, as determined by Section 3.7.1 except as <br />provided in Section 3.7.5. <br /> <br />3.7.5. Special Voting Requirements for Certain Matters. <br /> <br />(a) Two-Thirds and Weighted Voting Approval Requirements Relating to Sections <br />6.2 and 7.4. Action of the Board on the matters set forth in Section 6.2 (involuntary <br />termination of a Party), or Section 7.4 (amendment of this Agreement) shall require <br />the affirmative vote of at least two-thirds of Directors present; provided, however, <br />that (i) notwithstanding the foregoing, any Director present at the meeting may <br />demand that the vote be determined on the basis of both voting shares and by the <br />affirmative vote of Directors, and if a Director makes such a demand, then <br />approval shall require the affirmative vote of both at least two-thirds of Directors <br />present and the affirmative vote of Directors having at least two-thirds of the <br />voting shares present, as determined by Section 3.7.1; (ii) but, at least two Parties <br />must vote against a matter for the vote to fail; and (iii) for votes to involuntarily <br />terminate a Party under Section 6.2, the Director(s) for the Party subject to <br />involuntary termination may not vote, and the number of Directors constituting <br />two-thirds of all Directors, and the weighted vote of each Party shall be <br />recalculated as if the Party subject to possible termination were not a Party. <br /> <br />(b) Seventy Five Percent Special Voting Requirements for Eminent Domain and <br />Contributions or Pledge of Assets. <br /> <br />(i) A decision to exercise the power of eminent domain on behalf of the <br />Authority to acquire any property interest other than an easement, right-of-way, or <br />temporary construction easement shall require a vote of at least 75% of all <br />Directors. <br /> <br />(ii) The imposition on any Party of any obligation to make contributions or <br />pledge assets as a condition of continued participation in the CCA Program shall <br />require a vote of at least 75% of all Directors and the approval of the governing <br />boards of the Parties who are being asked to make such contribution or pledge. <br /> <br />(iii) Notwithstanding the foregoing, any Director present at the meeting may <br />demand that a vote under subsections (i) or (ii) be determined on the basis of <br />7.A - Page 14