Common use of Operating Guidelines Clause in Contracts

Operating Guidelines. 9.1 Any new action item, design change, MSA Specification, membership action, decision on public information disclosure, or other activity related to this Agreement or the MSA Agreement will require the approval of a minimum of 75% of the Promoters. Promoters abstaining from voting are not to be considered in this percentage. No response will be interpreted as an abstention. Each Promoter will have one vote. 9.2 Each Promoter must identify the person(s) in their organization that has the authority and responsibility to sign the MSA Agreement. At least one such person, or a delegate with full authority to represent a Promoter, must participate in each meeting regarding the terms of the MSA Agreement and will have the single vote for such Promoter. If a Promoter fails to attend an official meeting regarding the terms of the MSA Agreement twice in succession, such Promoter will be subject to a vote of removal from this Agreement. 9.3 If a non-represented optical transceiver company asks to join the MSA Agreement as a Promoter, they may do so if they are willing to agree to become a Party to this Agreement as a Promoter and to accept the then-current MSA Agreement in its entirety. New Promoters will not be allowed to revisit work already established, or to make motions or vote to change existing designs, parameters, or characteristics. Additionally, approval of at least 75% of the then-current Promoters will be required to admit new Promoters. 9.4 There will be no permanent chairperson for the Promoters unless such position is created upon approval of at least 75% of the then-current Promoters. 9.5 Each Promoter’s representatives will treat the substance of the MSA Agreement discussions as confidential until such time as it is agreed by the Promoters to make a simultaneous public disclosure. Before making any public disclosure regarding specific MSA Agreement details, a Promoter must first obtain the approval with respect to such specific public disclosure of at least 75% of the then-current Promoters. It is acceptable without such Promoter approval to disclose to the public that discussions to achieve an MSA Agreement are underway without mentioning specific information related to such MSA Agreement, including without limitation, timing, content, number or names of participants, or possible outcomes of the discussions. 9.6 Promoters may be removed from this Agreement and the MSA Agreement by vote of a minimum of 75% of the then-current Promoters. Promoters abstaining from voting and any vote of the Promoter subject to removal are not to be considered in this percentage. The vote will decide whether loss of voting rights pursuant to this Agreement or complete removal as a party to this Agreement and the MSA Agreement will be imposed.