Common use of Composition and Selection of Operating Committee; Chair Clause in Contracts

Composition and Selection of Operating Committee; Chair. (a) The Operating Committee shall consist of one voting member representing each Participant and one alternate voting member representing each Participant who shall have a right to vote only in the absence of that Participant’s voting member of the Operating Committee. Each of the voting and alternate voting members of the Operating Committee shall be appointed by the Participant that he or she represents, shall serve at the will of the Participant appointing such member and shall be subject to the confidentiality obligations of the Participant that he or she represents as set forth in Section 9.6. One individual may serve as the voting member of the Operating Committee for multiple Affiliated Participants, and such individual shall have the right to vote on behalf of each such Affiliated Participant. (b) No later than the date the CAT System commences operations, the Operating Committee shall elect, by Majority Vote, one member thereof to act as the initial chair of the Operating Committee (the “Chair”). Such initial Chair, and each successor thereto, shall serve in such capacity for a two (2)-year term or until the earliest of his death, resignation or removal in accordance with the provisions of this Agreement. The Operating Committee shall elect, from the members thereof, a successor to the then serving Chair (which successor, subject to the last sentence of this Section 4.2(b), may be the Person then serving in such capacity) no later than three (3) months prior to the expiration of the then current term of the Person then serving as Chair. The Operating Committee, by Supermajority Vote, may remove the Chair from such position. In the case of any death, removal, resignation, or other vacancy of the Chair, a successor Chair shall be promptly elected by the Operating Committee, by Majority Vote, from among the members thereof who shall serve until the end of the then current term. The Chair shall preside at all meetings of the Operating Committee, shall designate a Person to act as Secretary to record the minutes of each such meeting, and shall perform such other duties and possess such other powers as the Operating Committee may from time to time prescribe. The Chair shall not be entitled to a tie-breaking vote at any meeting of the Operating Committee. Notwithstanding anything in this Agreement to the contrary: (i) no Person shall serve as Chair for more than two successive full terms; and (ii) no Person then appointed to the Operating Committee by a Participant that then serves, or whose Affiliate then serves, as the Plan Processor shall be eligible to serve as the Chair.

Composition and Selection of Operating Committee; Chair. ‌ (a) The Operating Committee shall consist of one voting member representing each Participant and one alternate voting member representing each Participant who shall have a right to vote only in the absence of that Participant’s voting member of the Operating Committee. Each of the voting and alternate voting members of the Operating Committee shall be appointed by the Participant that he or she represents, shall serve at the will of the Participant appointing such member and shall be subject to the confidentiality obligations of the Participant that he or she represents as set forth in Section 9.6. One individual may serve as the voting member of the Operating Committee for multiple Affiliated Participants, and such individual shall have the right to vote on behalf of each such Affiliated Participant. (b) No later than the date the CAT System commences operations, the Operating Committee shall elect, by Majority Vote, one member thereof to act as the initial chair of the Operating Committee (the “Chair”). Such initial Chair, and each successor thereto, shall serve in such capacity for a two (2)-year term or until the earliest of his death, resignation or removal in accordance with the provisions of this Agreement. The Operating Committee shall elect, from the members thereof, a successor to the then serving Chair (which successor, subject to the last sentence of this Section 4.2(b), may be the Person then serving in such capacity) no later than three (3) months prior to the expiration of the then current term of the Person then serving as Chair. The Operating Committee, by Supermajority Vote, may remove the Chair from such position. In the case of any death, removal, resignation, or other vacancy of the Chair, a successor Chair shall be promptly elected by the Operating Committee, by Majority Vote, from among the members thereof who shall serve until the end of the then current term. The Chair shall preside at all meetings of the Operating Committee, shall designate a Person to act as Secretary to record the minutes of each such meeting, and shall perform such other duties and possess such other powers as the Operating Committee may from time to time prescribe. The Chair shall not be entitled to a tie-breaking vote at any meeting of the Operating Committee. Notwithstanding anything in this Agreement to the contrary: (i) no Person shall serve as Chair for more than two successive full terms; and (ii) no Person then appointed to the Operating Committee by a Participant that then serves, or whose Affiliate then serves, as the Plan Processor shall be eligible to serve as the Chair.