Common use of Operating Committee Meetings Clause in Contracts

Operating Committee Meetings. (a) The Operating Committee shall meet no less than once each calendar quarter. Either party may convene special meetings other than those regularly scheduled by the Operating Committee. Meetings may be in person or by telephone with each party bearing its own expenses. (b) All decisions of the Operating Committee are to be unanimous decisions with each party having one (1) vote. At least one (1) representative of each party must be present for a quorum of the Operating Committee. (c) If a majority of the Operating Committee members constituting a quorum at any meeting fail to agree on any matter presented before the Operating Committee within ten (10) Business Days after the relevant initial vote, then initially the SVP, Diversified Client Group of GE Capital – Retail Finance and the Chief Financial Officer of Retailer, whether or not on the Operating Committee (or any other similarly ranking officer of Bank or Retailer, as the case may be, who is not an Operating Committee Member and shall have been designated in writing by Bank or Retailer, as applicable) shall in good faith attempt to resolve the matter. Any resolution by such senior officers shall be deemed to be the action and approval of the Operating Committee for purposes of this Agreement. If after ten (10) Business Days, the matter remains unresolved by such senior officers of Bank and Retailer, the failure to agree shall constitute a deadlock. In the event of a deadlock, the final decision shall rest with Retailer in the case of Retailer Matters and with Bank in the case of Bank Matters, each of which shall, except as otherwise provided herein, exercise its discretion reasonably and in good faith. If a deadlock should occur with respect to an issue not expressly specified as a Retailer Matter or a Bank Matter, the status quo of the Program shall remain and the matter under consideration shall be deemed not adopted by the Operating Committee. (d) In accordance with and subject to this Section 5.3 and Schedule 5.3(d), Retailer shall have the ultimate decision making authority with respect to Retailer Matters and Bank shall have the ultimate decision making authority with respect to Bank Matters.

Operating Committee Meetings. (a) The Operating Committee shall meet no less than once each calendar month for the first Program Year. For the remaining Program Years during the Term, the Operating Committee shall meet no less than once each calendar quarter. Either party may convene special meetings other than those regularly scheduled by the Operating Committee. Meetings may be in person or by telephone with each party bearing its own expenses. (b) All decisions of the Operating Committee are to be unanimous decisions with each party having one (1) vote. At least one (1) representative of each party must be present for a quorum of the Operating Committee. (c) If a majority of the Operating Committee members constituting a quorum at any meeting fail to agree on any matter presented before the Operating Committee within ten (10) Business Days business days after the relevant initial vote, then initially the SVP, Diversified Client Group Chief Executive Officer of GE Capital – Consumer Finance Americas, Retail Consumer Finance of Bank and the Chief Financial Officer of Retailer, whether or not on the Operating Committee Retailer (or any other similarly ranking officer of Bank or Retailer, as the case may be, who is not an Operating Committee Member and shall have been designated in writing by Bank or Retailer, as applicable) shall in good faith attempt to resolve the matter. Any resolution by such senior officers shall be deemed to be the action and approval of the Operating Committee for purposes of this Agreement. If after ten (10) Business Daysbusiness days, the matter remains unresolved by such senior officers of Bank and Retailer, the failure to agree shall constitute a deadlock. In the event of a deadlock, the final decision shall rest with Retailer in the case of Retailer Matters and with Bank in the case of Bank Matters, each of which shall, except as otherwise provided herein, exercise its discretion reasonably and in good faith. If a deadlock should occur with respect to an issue not expressly specified as a Retailer Matter or a Bank Matter, the status quo of the Program shall remain and the matter under consideration shall be deemed not adopted by the Operating Committee. (d) In accordance with and subject to this Section 5.3 0 and Schedule 5.3(d), Retailer shall have the ultimate decision making authority with respect to Retailer Matters and Bank shall have the ultimate decision making authority with respect to Bank Matters.

Operating Committee Meetings. The Parties intend to have regular meetings of a committee of the Parties (the “Operating Committee”) to highlight any concerns, discuss trends and monitor progress of the Roca Youth under this Contract. Roca will prepare and submit a quarterly report (the “Roca Report”) in the form attached hereto as Appendix E and in accordance with Section 9.06 to the Operating Committee for the Operating Committee’s review and discussion. (a) The Operating Committee shall meet no less than hold a regular meeting (an “Operational Meeting”) at least once a month during the term of this Contract. Each Operational Meeting shall be attended by the Project Manager, and representatives from Roca, YSI, and the Commonwealth (acting through DYS and/or EOAF, at its option). Any member of the Operating Committee may request the attendance of the Independent Evaluator at an Operational Meeting, and with reasonable notice of the request and consistent with the terms of the Agreements between the Independent Evaluator and YSI, the Independent Evaluator shall attend such Operational Meeting. A representative from each calendar quarterof OCP, DOC, ECSD, HCSD, MSO, SCSD, and MPB shall have the right but not the obligation to attend the Operational Meetings. Either Roca will be represented by its Executive Director for Massachusetts and/or its Pay for Success Administrator, DYS will be represented by the Assistant Commissioner of Operations, and EOAF will be represented by the Secretary, or in each case, their designees. Each party may convene special meetings other than those regularly scheduled be represented by additional representatives as such party deems appropriate. Subject to reasonable advance notice to the Parties, each Lender and Grantor may attend and observe a maximum of two Operational Meetings per calendar year; provided that (i) such representative will not have the right to vote on any matter before the Operating Committee; (ii) (x) the Lenders and Grantors shall make commercially reasonable efforts to coordinate their attendance and (y) subject to the consent of Parties (such consent not to be unreasonably withheld), the maximum number of Operational Meetings shall not apply during the continuance of a default under the Loan Documents or Grant Agreements or other circumstance reasonably evidencing that the performance of Roca or any other party warrants greater oversight; and (iii) the Lenders and Granters shall not attend any part of an Operational Meeting that addresses an identifiable individual Roca Recruit or member of the Roca List or Control List. Meetings may be in person or by telephone with each party bearing its own expenses.following: (b) All decisions The agenda for each Operational Meeting shall include at least the (i) A description of any significant changes to the Roca Intervention Model or the Roca Services that are being considered or implemented; (ii) A discussion of the Operating Committee are most recent Roca Report, to be unanimous decisions with each party having one the extent it has not been discussed at an earlier monthly meeting; (1iii) vote. At least one A discussion of any indictments or incarcerations of Roca Youth; (1iv) representative A discussion of each party must be present for a quorum any Roca Youth that have been released from prison and re-enrolled in the Roca Services; (v) A discussion of any critical incidents involving Roca Youth over the past month; (vi) A discussion of the Operating CommitteeReferral Process and any changes that should be or are being considered or implemented; (vii) A discussion of the Project Manager’s role and any changes that should be or are being considered or implemented; and (viii) A discussion of any changes to the anticipated funding needs of Roca or YSI in connection with their performance under this Contract. (c) If a majority of The agenda for each Operational Meeting will be prepared by the Operating Committee members constituting a quorum Project Manager and circulated to the attendees at any meeting fail to agree on any matter presented before the Operating Committee within ten (10) least two Business Days after the relevant initial vote, then initially the SVP, Diversified Client Group in advance of GE Capital – Retail Finance and the Chief Financial Officer of Retailer, whether or not on the Operating Committee (or any other similarly ranking officer of Bank or Retailer, as the case may be, who is not an Operating Committee Member and shall have been designated in writing by Bank or Retailer, as applicable) shall in good faith attempt to resolve the matter. Any resolution by such senior officers shall be deemed to be the action and approval of the Operating Committee for purposes of this Agreement. If after ten (10) Business Days, the matter remains unresolved by such senior officers of Bank and Retailer, the failure to agree shall constitute a deadlock. In the event of a deadlock, the final decision shall rest with Retailer in the case of Retailer Matters and with Bank in the case of Bank Matters, each of which shall, except as otherwise provided herein, exercise its discretion reasonably and in good faith. If a deadlock should occur with respect to an issue not expressly specified as a Retailer Matter or a Bank Matter, the status quo of the Program shall remain and the matter under consideration shall be deemed not adopted by the Operating Committeemeeting. (d) In accordance with The Project Manager shall prepare and subject circulate minutes of all Operational Meetings within three Business Days after the meeting to this Section 5.3 and Schedule 5.3(d), Retailer all participants. Participants shall have two Business Days to comment on the ultimate decision making authority with respect draft minutes after which the minutes will be deemed approved. (e) Any of the Parties may call for a special meeting of the Operating Committee upon one Business Day’s notice to Retailer Matters discuss an urgent matter. The notice for the special meeting of the Operating Committee shall include the agenda and Bank shall have reason for the ultimate decision making authority with respect special meeting. (f) All Operational Meetings may be held in person or by phone or similar communication medium. (g) The Operational Meeting participants will attempt to Bank Mattersresolve all issues by unanimous consent of the Commonwealth, Roca and the Project Manager, on behalf of YSI. (h) Any issues that cannot be resolved by the Operating Committee members may be forwarded to the Oversight Committee.