Function of the Operating Committee. The Operating Committee shall be responsible for oversight of operational matters with respect to the Alliance and shall develop an Alliance Handbook (“Handbook”) containing governing practices, procedures, policies, methodologies and other governing document for the Alliance and shall submit the same to the Executive Committee for approval. These practices shall be consistent with applicable NERC Reliability Standards where applicable. The Operating Committee shall also be responsible for ensuring the performance of all tasks and functions associated with compliance with the NERC Reliability Standards requirements. In order to fulfill the assigned responsibilities, the Operating Committee chairman shall have the authority to establish such subcommittees, working groups and task forces as he or she deems necessary. The Executive Committee may delegate authority to the Operating Committee to amend certain portions of the Handbook; decisions on such amendments shall be by the same voting requirements of the Executive Committee. All other decisions of the Operating Committee shall be by a majority vote of those members present. In the event of a tie-vote during Operating Committee meetings and a necessity to proceed with a timely decision due to safety, operational, compliance or economic considerations, the chairman of the Operating Committee shall communicate to the Executive Committee the details around any vote that requires a tie-breaking vote. Subsequently, the Executive Committee shall convene and cast the tie-breaking vote.
Function of the Operating Committee. The Parties agree that, among the Parties, the timing, scope and budgeting of operations on the Assets (other than with respect to the Initial Budget and Work Plan) and amendments to the Initial Budget and Work Plan shall be ultimately approved by the Operating Committee. To the extent permitted or allowed under the applicable Operating Agreement, the Operator shall, in its own discretion and in accordance with the applicable Operating Agreement, propose, approve, and undertake any actions or decisions pursuant to such applicable Operating Agreement unless Unanimous Consent of the Operating Committee is required under this Agreement. The Operating Committee shall have no authority over the ownership of any interest in an Asset, which authority shall remain exclusively with the Party holding such ownership interest, subject to the other terms of this Agreement, including Article IV. The matters set forth below shall require the Unanimous Consent of the Operating Committee, and each Party agrees that it will not take or knowingly facilitate, and will cause its Controlled Affiliates and shall use its reasonable best efforts to cause its other Affiliates not to take or knowingly facilitate, any action under any applicable Operating Agreement or otherwise with respect to the Assets contemplated by clauses (a) through (h) of this Section 3.2 without the Unanimous Consent of the Operating Committee.
