Disciplinary Proceedings. If any breach of the Membership Obligations or any other obligations to the Licensor or to any third party has been committed or is likely to be committed by the Licensee: (a) the CEO or a nominee of the CEO may, acting reasonably, issue a formal warning; and/or (b) any two Directors may, acting reasonably, refer the breach to the Board for resolution, whereby a majority of the Board (with no more than two Directors in opposition) may modify or suspend any rights conferred under this Agreement and/or under the Constitution or terminate this Agreement or the Licensee’s condition as Operational Member of the Licensor, at a meeting of the Board scheduled for after the later of: (i) 14 calendar days from the relevant breach; and (ii) 10 calendar days after the Licensee has received written notice of the relevant breach. (c) Modifications or suspensions of rights are to continue until the earlier of: (i) three months after the Disciplinary Proceedings; or (ii) the satisfaction of any conditions imposed by the Board acting in accordance with the above. (d) No Director who was or is a member of the Licensee or who may be reasonably apprehended to be biased may vote on the matter. Where so many of the Directors are excluded such that the Board cannot form an absolute majority an arbitrator must be appointed within 7 calendar days to hear the dispute. The arbitrator must be agreed upon by the parties to this Agreement.
Appears in 5 contracts
Samples: Licence Agreement, Licence Agreement, Licence Agreement
