Common use of ADMINISTRATION AND VOTING Clause in Contracts

ADMINISTRATION AND VOTING. 6.1 The Parties will establish a communications structure to jointly coordinate the day-to-day operational requirements of the Agreement. 6.2 Voting under this Agreement shall be based on one vote per Party. Actions taken on major issues, which shall mean those concerning Agreement membership, any change in the scope of the Parties’ cooperation, product changes, employment of vessels, terminal selection, the slot allocation shares, financial arrangements, OCC and other committee functions, shall be reached by unanimous agreement of all Parties. Matters other than major issues involving a service operated by a single Party shall require a majority decision, including the vote of that Party. On all other matters, unless otherwise provided herein or otherwise agreed by the Parties, a majority decision shall prevail. A majority vote shall require greater than 50% of outstanding votes plus one vote, provided that in the case of a split decision on routine operational matters, the vessel operator may make the decision based on the applicable established operating procedures of that vessel operator, with the basic guiding rule that vessels being on schedule and meeting their pro forma windows shall take priority. Parties may discuss and agree from time to time on other voting rules for specific decisions not otherwise set forth in this subparagraph. 6.3 The following persons are authorized to subscribe to and file this Agreement and any accompanying materials, as well as any subsequent modifications to this Agreement which may be adopted by the Parties: (a) Any authorized officer of each of the Parties; and (b) Legal counsel for the Parties collectively or individually. 6.4 The Parties may implement this Agreement by decisions made or actions taken at meetings or by telephone, fax, e-mail, or exchange of other writing.