Common use of Meetings of Management Committee Clause in Contracts

Meetings of Management Committee. The Project Leader shall preside at all meetings of the Management Committee, which shall meet at least quarterly. Special meetings of the Management Committee may be called at such times and places, and in such manner, as the Project Leader or any Partner deems necessary and requests in writing, and at such times as requested in writing by any member of the Management Committee. Unless notice is waived by all members of the Management Committee, notice of all meetings shall be given by the Project Leader to all Management Committee members and to all Partners at least five (5) days in advance of the time set for the meeting. The notice will be accompanied by an agenda of the matters the proponent of the meeting intends to present at the meeting; provided, that, the scope of the issues to be discussed at the Management Committee meeting need not be limited to the matters stated in the notice. Any member of the Management Committee may require that items be added to the agenda by notice to all other Management Committee members and Partners given at least forty-eight (48) hours prior to the meeting. Items may be added to the agenda at a Management Committee meeting only if all members of the Management Committee are present at such meeting and agree to the addition of such items. Although discussions of other matters may take place, only agenda items may be formally decided at any Management Committee meeting. All meetings of the Management Committee shall be held in person or by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The members of the Management Committee may act through written proxies, and the Management Committee may take action in lieu of a meeting through a written consent signed by all of the members of the Management Committee. The presence in person, by proxy or through alternates of not less than fifty percent (50%) of the members of the Management Committee shall be necessary to constitute a quorum at any meeting for the transaction of business. Unless otherwise provided herein, the affirmative vote of a majority of the members in attendance at a meeting of the Management Committee at which a quorum is present ("Management Committee Approval") shall be necessary and sufficient to take any action on behalf of the Management Committee. Each member on the Management Committee shall have one vote. In the absence of a quorum, a majority of the members present at the meeting may adjourn such meeting from time to time until a quorum is present. Written minutes of all Management Committee meetings shall be maintained and distributed promptly to all members of the Management Committee.

Meetings of Management Committee. a. The Project Leader shall preside at all meetings of the Management Committee, which shall meet at least quarterly. Special meetings initial meeting of the Management Committee may be called shall take place at such times time and places, and in such manner, place as the Project Leader or Partners shall agree. A written agenda setting forth all material items to be discussed at any Partner deems necessary and requests in writing, and at such times as requested in writing by any member of the Management Committee. Unless notice is waived by all members of the Management Committee, notice of all meetings Committee meeting shall be given by the Project Leader prepared and distributed to all Management Committee members and to all Partners each Partner at least five (5) days in advance of the time set for the meeting. The notice will be accompanied by an agenda of the matters the proponent of the meeting intends prior to present at the meeting; provided, that, the scope of the issues to be discussed at the Management Committee meeting need not be limited to for which the matters stated in the noticeagenda was prepared. Any member of the The Management Committee may require that items be added estab1ish meeting dates and other requisite notice requirements, in addition to the written agenda by notice to all other Management Committee members requirement, adopt rules of procedure it deems consistent herewith, and Partners given at least forty-eight (48) hours prior to the meeting. Items may be added to the agenda at a Management Committee meeting only if all members of the Management Committee are present at such meeting and agree to the addition of such items. Although discussions of other matters may take place, only agenda items may be formally decided at any Management Committee meeting. All meetings of the Management Committee shall be held in person or meet by means of conference telephone or similar communications equipment by means of which all persons participating in equipment. Each Partner shall have the right to call a special meeting can hear each other. The members of the Management Committee by giving five (5) days' advance written notice of the time, date, agenda and location of such meeting to the other Partner. Notice of any meeting may act through written proxiesbe waived in writing by the Partners. b. The presence at any meeting of one representative appointed by each Partner shall constitute a quorum for the taking of any action; provided, and however, that if a Partner is not entitled to appoint at least one member or its representative(s) are otherwise not entitled to vote, the presence of any member of the Management Committee shall constitute a quorum for the taking of any action. Each representative of each Partner shall be deemed to have an irrevocable proxy on behalf of all other representatives to the Management Committee appointed by the same Partner at any Management Committee meeting with respect to any item set forth on the written agenda provided for such Management Committee meeting, and unless any such other representatives are present in person or by phone at such Management Committee meeting, those representatives present in person or by phone shall be entitled to act on behalf of and vote in the stead of those absent representatives for whom he is deemed to have a proxy with respect to any item set forth on the written agenda provided for such Management Committee meeting. In addition, any representative may take appoint any other person as proxy to act on his behalf and to vote in his stead at any meeting. c. Unless otherwise waived in writing by the Partners, no action in lieu of may be taken by the Management Committee on a meeting through matter unless it is set forth on the written agenda provided for the Management Committee meeting. Any action required or permitted to be taken by the Management Committee must be by a written consent signed by all majority vote of the members representatives present at such meeting or by unanimous consent in writing, provided that at all times when the Ownership Interest of any Partner is at least 40%, at least one representative of each Partner must approve the Management Committee. The presence in person, by proxy or through alternates action for it to be effective. d. Minutes of not less than fifty percent (50%) of the members each meeting of the Management Committee shall be necessary prepared and circulated to constitute a quorum at any meeting for the transaction of business. Unless otherwise provided herein, the affirmative vote of a majority of the members in attendance at a meeting of the Management Committee at which a quorum is present ("Management Committee Approval") shall be necessary and sufficient to take any action on behalf of representatives. Upon their adoption by the Management Committee, minutes shall be filed in the principal office of the Partnership. Each member on Written consents to any action taken by the Management Committee without a meeting shall have one vote. In also be filed with the absence of a quorum, a majority of the members present at the meeting may adjourn such meeting from time to time until a quorum is present. Written minutes of all Management Committee meetings shall be maintained and distributed promptly to all members of the Management Committeeminutes.

Meetings of Management Committee. The Project Leader shall preside at all meetings Meetings of the Management -------------------------------- Committee shall be held monthly (or at more frequent intervals as the Management Committee may decide are necessary to discuss and approve matters brought before it for approval) until the end of 2008, and thereafter at such intervals as determined by the Management Committee. At least once each calendar quarter, which shall meet at least quarterlyshareholders or members of the Partners will have the option to attend the Management Committee meeting and enter into the discussion of the topics presented for approval. Special meetings Notwithstanding such participation by the Partners' members or shareholders, all decisions of the Management Committee may shall be called at such times and places, and in such manner, as determined by the Project Leader or any Partner deems necessary and requests in writing, and at such times as requested in writing by any member vote of the members of the Management Committee. Unless notice In addition, the Chairman shall call a meeting upon the request of any Partner. In case the meeting is waived requested by all members of a Partner, the Management Committee, notice of all meetings request for such meeting shall specifically set forth the matters to be given by the Project Leader to all Management Committee members and to all Partners considered at least five (5) days in advance of the time set for the such meeting. The Chairman shall give each Partner written notice will of the date and time of each meeting at least seven (7) days before the date of such meeting. Such notice shall be accompanied by an agenda of prepared by the matters Chairman (provided that the proponent of agenda may be sent to each such member not later than three (3) days prior to such meeting) and by such supplemental information as the meeting intends to present at the meeting; provided, that, the scope of the issues to Chairman deems necessary or as may be discussed at requested by the Management Committee Committee. The agenda for a meeting need not be limited shall include all matters requested by any Partner by notice to the Chairman at least four (4) days prior to such meeting. Except by the unanimous vote of members entitled to vote thereon (including members not present, but who are entitled to vote thereon), matters stated not included in the notice. Any member agenda for a meeting of the Management Committee may require that items shall not be added to the agenda by notice to all other Management Committee members and Partners given considered at least forty-eight (48) hours prior to the any such meeting. Items may be added to the agenda The Chairman shall prepare a set of minutes covering business conducted at a each Management Committee meeting only if all members and shall furnish a copy thereof to each Partner. Any Partner which does not give the Chairman notice of corrections it believes necessary to such minutes, within twenty-one (21) days after receipt of a copy of the Management Committee are present at such meeting and agree Chairman's proposed set of minutes (or of any other proposed set of minutes following any modification made by the Chairman in response to the addition objection of such items. Although discussions a Partner or otherwise), shall be deemed to have approved the Chairman's proposed set of other matters may take place, only agenda items may be formally decided at any Management Committee meetingminutes. All meetings of the Management Committee shall alternate between a location in the Dallas area (as from time to time selected by the Management Committee) and a location in the Houston area (as from time to time selected by the Management Committee), unless otherwise agreed. It is agreed that meetings may also be held in person or by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The members of the Management Committee Each representative may act through written proxies, and the Management Committee may take action in lieu of a meeting through a written consent signed by all of the members of the Management Committee. The presence in person, by proxy or through alternates of not less than fifty percent (50%) of the members of the Management Committee shall be have such advisors as he deems necessary to constitute a quorum at any meeting for the transaction of business. Unless otherwise provided herein, the affirmative vote of a majority of the members in attendance at a meeting of the Management Committee at which a quorum is present ("Management Committee Approval") shall be necessary and sufficient to take any action on behalf of the Management Committee. Each member on Partner shall bear the Management Committee shall have one vote. In the absence of a quorumexpense required for its representative, a majority of the members present at the meeting may adjourn such meeting from time alternate and advisors to time until a quorum is present. Written minutes of all Management Committee attend meetings shall be maintained and distributed promptly to all members of the Management Committee; provided that, any reasonable, direct out-of-pocket expenses incurred by the Chairman in carrying out his duties as Chairman and the direct out-of-pocket expenses of meetings shall be borne by the Partnership.