Governance Committee Meetings Sample Clauses
Governance Committee Meetings. The Health Services Manager will participate in (including by providing all appropriate and duly authorised representatives for) the governance arrangements set out in
Governance Committee Meetings. (a) A governance committee consisting of the parties identified below and in Exhibit G (the “Governance Committee”) shall be established for the purpose of resolving disputes and making certain determinations as outlined in this Contract.
(b) The Governance Committee’s voting membership will consist of the City, the Project Manager, in its capacity as the SPV’s representative, the Lenders, the Independent Evaluator and the Service Providers; provided that matters that require the approval of the Governance Committee under this Contract shall require the unanimous vote of the City and the Lenders (which vote of the Lenders shall be determined in the same manner as Lender Consent) (“Approval of the Governance Committee”) and shall not require concurring votes of any other members of the Governance Committee. To the extent other parties attend a Governance Committee meeting, such parties will not be entitled to a vote. Failure of any City or Project Manager Governance Committee member or its qualified designee to attend more than two (2) regularly scheduled meetings in any calendar year shall constitute a Material Breach by the City or the SPV, respectively, under this Contract.
(c) The Project Manager shall provide written notice to all members of the Governance Committee of regularly scheduled Governance Committee Meetings on an annual basis, any changes to the schedule within at least five Business Days of the change and each emergency meeting as soon as practicable after the emergency meeting is scheduled.
(d) Governance Committee meetings shall be held once per Quarter or such other schedule as the members of the Governance Committee shall deem appropriate. Any of the Governance Committee members may call for a special Governance Committee meeting upon two (2) Business Days’ notice to discuss an urgent matter. The notice for the special Governance Committee meeting provided by the Project Manager shall include the agenda and reason for the special meeting.
(e) The Project Manager shall work with the Operating Committee members to prepare an agenda and circulate the agenda and most recent Service Provider Reports and report of the Independent Evaluator, by electronic mail, to all members of the Governance Committee, at least five (5) Business Days in advance of any Governance Committee meeting, except in the case of a special Governance Committee meeting, in which case Project Manager will distribute an agenda as soon as reasonably practicable.
(f) All Go...
Governance Committee Meetings. (a) A governance committee consisting of the parties identified below (the “Governance Committee”) shall be established for the purpose of resolving disputes and making certain determinations as outlined in this Contract.
(b) The Governance Committee’s membership will consist of the State, the Project Sponsor, the Investors, and the Independent Evaluator. The voting members of the Governance Committee shall be the State, the Project Sponsor, and the Investors. The Project Sponsor shall be represented at Governance Committee meetings by representatives of the Project Sponsor, the Lead Provider, the DJSC, DDHS, and additional Project Sponsor partners designated by the Project Sponsor (the “Project Sponsor Representatives”). The Project Sponsor shall be limited to one vote on the Governance Committee and may determine the mechanism for casting this vote via the Project Sponsor Representatives. Unless otherwise provided in this Contract, matters that require the approval of the Governance Committee under this Contract shall require the vote of both the State and the Investors (which vote of the Investors shall be determined in the same manner as Investor Consent) (“Approval of the Governance Committee”) and shall not require votes of any other members of the Governance Committee, except as provided in Section 5.02(j). To the extent other entities attend a Governance Committee Meeting, such entities will not be entitled to a vote. The Parties acknowledge and agree that their attendance at the Governance Committee Meetings is essential to the success of the Denver Project and, absent extraordinary circumstances, failure of any authorized representative of the State or the Project Sponsor to attend any regularly scheduled or emergency meeting of the Governance Committee shall constitute a Material Breach by the State or the Lead Provider, as the case may be, under this Contract.