Action of Operating Committee.
(a) Except as otherwise provided herein, each of the members of the Operating Committee, including the Chair, shall be authorized to cast one (1) vote for each Participant that he or she represents on all matters voted upon by the Operating Committee, and action of the Operating Committee shall be authorized by Majority Vote, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder. Action of the Operating Committee authorized in accordance with this Agreement shall be without prejudice to the rights of any Participant to present contrary views to any regulatory body or in any other appropriate forum. Without limiting the generality of the foregoing, the Company shall not take any of the following actions unless the Operating Committee, by Majority Vote, authorizes such action:
(i) select the Chair pursuant to Section 4.2(b);
(ii) select the members of the Advisory Committee pursuant to Section 4.13;
(iii) interpret this Agreement (unless otherwise noted herein);
(iv) approve any recommendation by the Chief Compliance Officer pursuant to Section 6.2(a)(v)(A);
(v) determine to hold an Executive Session of the Operating Committee pursuant to Section 4.4(a);
(vi) determine the appropriate funding-related policies, procedures and practices consistent with Article XI; or
(vii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee (other than those matters expressly requiring a Supermajority Vote or a different vote of the Operating Committee).
(b) Notwithstanding Section 4.3(a) or anything else to the contrary in this Agreement, the Company shall not take any of the following actions unless such action shall have been authorized by the Supermajority Vote of the Operating Committee, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder:
(i) select a Plan Processor, other than the Initial Plan Processor selected in accordance with Article V;
(ii) terminate a Plan Processor without cause in accordance with Section 6.1(q);
(iii) approve the Plan Processor’s appointment or removal of the Chief Information Security Officer, the Chief Compliance Officer, or any Independent Auditor in accorda...
Action of Operating Committee. The SRO Voting Representatives and Non-SRO Voting Representatives shall be allocated votes as follows:
