Agmt16 JPA Peninsula CLean Energy Authority of San Mateo County

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of Directors present at the meeting. If a Director makes such a demand with respect to approval of any such matter, then approval of such matter shall require the affirmative vote of a majority of Directors present at the meeting and the affirmative vote of Directors having a majority of voting shares present, as deternuned by Section 3.7.1 except as provided in Section 3.7.5. 3.7.5. Special Votin�Reauirements for Certain Matters. (a) Two-Thirds and Wei�hted Votin�Approval Requirements Relatin�to Sections 6.2 and 7.4. Action of the Board on the matters set forth in Section 6.2 (involuntary termination of a Party), or Section 7.4 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of Directors present; provided, however, that (i) notwithstanding the foregoing, any Director present at the meeting may demand that the vote be determined on the basis of both voting shares and by the affirmative vote of Directors, and if a Director makes such a demand, then approval shall require the affirmative vote of both at least two-thirds of Directors present and the affirmative vote of Directars having at least two-thirds of the voting shares present, as determined by Section 3.7.1; (ii)but,at least two Parties must vote against a matter for the vote to fail; and(iii)for votes to involuntarily terminate a Party under Section 6.2, the Director(s) for the Party subject to involuntary termination may not vote, and the number of Directors constituting two-thirds of all Directors, and the weighted vote of each Party shall be recalculated as if the Party subject to possible termination were not a Party. (b) Seventv Five Percent Special Voting Requirements for Eminent Domain and Contributions or Pledge of Assets. (i) A decision to exercise the power of eminent domain on behalf of the Authority to acquire any property interest other than an easement, right-of-way, or temporary construction easement shall require a vote of at least 75% of all Directors. (ii) The imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program shall require a vote of at least 75% of all Directors and the approval of the governing boards of the Parties who are being asked to make such contribution or pledge. (iii) Notwithstanding the foregoing, any Director present at the meeting may demand that a vote under subsections(i) or(ii)be determined on the basis of voting shares and by the affirmative vote of Directars, and if a Director makes such a demand, then approval shall require both the affirmative vote of at least 75% of Directors present and the affirmative vote of Directors having at least 75% of the . voting shares present, as determined by Section 3.7.1, but at least two Parties must vote against a matter for the vote to fail. For purposes of this section, "imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program" does not include any obligations of a withdrawing or terminated party imposed under Section 6.3. ATTY/AGR/2016.040/JOINT EXERCISE OF POWERS AGR—PCE AUTHORITY REV:03-04-16 JS Page 7 of 24