Common use of Weighted Voting by Board Clause in Contracts

Weighted Voting by Board. (a) Approval and issuance of Bonds shall be considered by the Board on a weighted vote, as described in subsection (d) hereof. An affirmative vote of a majority of the Trustees of the Board, on a weighted basis, shall be required on all Board actions relating to Bond issuances hereunder (other than as provided in Article XVII, Section 3). (b) Trustees representing any two (2) or more Member Agencies may request a weighted vote on any of the following matters that come before the Board for action: (i) Any proposal to the Member Agencies to amend or terminate this Agreement or to amend any Schedules to be submitted for Member Agency vote under Article XX; (ii) Any Board action to update or amend the Board Modifiable Schedules as defined in Section 2 of Article XX; (iii) Admission of New Member Agencies and the terms thereof under Article XII; (iv) Adoption of the Initial Budget under Section 2 of Article XV; (v) Adoption of each Annual Budget under Article XV, or any amendment to an approved Annual Budget; (vi) Setting of rates and charges payable by Member Agencies; (vii) Adoption of the initial Long Range Plan under Article VII; (viii) Any modification of the Long Range Plan under Article VII; (ix) Adoption of any CIWW Capital Plan or modification to the CIWW Capital Plan under Article XV, including without limitation adoption of the Initial Capital Plan or any Capital Call; (x) Issuance of any Emergency Member Agency Assessments under Section 5 of Article XV; (xi) Adoption or amendment to the Bylaws; (xii) Declaration of Default of a Member Agency under Article XXIII; (xiii) Hiring or terminating the Executive Director, Legal Counsel, or Third- Party Fiduciary; (xiv) Removal of a Trustee for cause; (xv) Any Amendment to the CIWW Water Shortage Plan; or (xvi) Determination of any issues pertaining to the meaning or application of the definition of Water Supply Activity, Water Distribution Activity, Water Supply Facility or Water Distribution Facility. (c) No action on any matter listed in Section 10(a) that is eligible for a request for weighted vote shall be considered by the Board at any meeting unless the matter is placed on the Agenda of the Board prior to the meeting and written notice of such agenda item is given at least five (5) days before the meeting to all Trustees. A request for weighted vote must be made by the requisite number of Trustees before the vote on the matter that is the subject of such request. Upon any timely request, any Board action on such matter shall be suspended, and the Board will hold a weighted vote on the matter subject to such request at its next meeting. Notwithstanding the foregoing, action on any Emergency Member Agency Assessments may be taken immediately at the meeting when proposed provided any required notice thereof is given in writing to each Member Agency. (d) For purposes of weighted voting, the full voting power of the Board shall be proportionately allocated and assigned among the Trustees representing the Member Agencies, excluding any Additional Trustees, on the basis of the average of the Annual Demand as set forth in Schedule I-2, but excluding demand attributable to wholesale customers that continue to be served by DMWW under the Purchased Capacity Master Agreement, as updated for the immediately preceding five full calendar years preceding the date of the vote. The allocation shall be recomputed when New Member Agencies are admitted, and shall be recomputed each year based upon the total Annual Demand of each Member Agency for the five full calendar years preceding the vote. Votes representing a majority of the “weighted vote allocation” hereunder plus the votes of Trustees representing at least three Member Agencies shall be required to approve Board actions subject to weighted voting under Subsection (b) of this Section. The agenda for any meeting where action to approve item(s) subject to weighted vote shall include a statement relating to the weighted vote requirement for each such item. (e) The weighted voting power of a Trustee representing any New Member Agency admitted after the Effective Date shall be based on a transition formula based upon actual or expected Annual Demand established by the Board at the time of its admission. (f) In the case of a Board action requiring a weighted vote, the minutes shall reflect the item(s) subject to a weighted vote, and record the specific votes of each Trustee for the Member Agencies on the Board.

Weighted Voting by Board. (a) Approval and issuance of Bonds shall be considered by the Board on a weighted vote, as described in subsection (d) hereof. An affirmative vote of a majority of the Trustees of the Board, on a weighted basis, shall be required on all Board actions relating to Bond issuances hereunder (other than as provided in Article XVII, Section 3). (b) Trustees representing any two (2) or more Member Agencies may request a weighted vote on any of the following matters that come before the Board for action: (i) Any proposal to the Member Agencies to amend or terminate this Agreement or to amend any Schedules to be submitted for Member Agency vote under Article XX; (ii) Any Board action to update or amend the Board Modifiable Schedules as defined in Section 2 of Article XX; (iii) Admission of New Member Agencies and the terms thereof under Article XII; (iv) Adoption of the Initial Budget under Section 2 of Article XV; (v) Adoption of each Annual Budget under Article XV, or any amendment to an approved Annual Budget; (vi) Setting of rates and charges payable by Member Agencies; (vii) Adoption of the initial Long Range Plan under Article VII; (viii) Any modification of the Long Range Plan under Article VII; (ix) Adoption of any CIWW Capital Plan or modification to the CIWW Capital Plan under Article XV, including without limitation adoption of the Initial CIWW Capital Plan or any Capital Call; (x) Issuance of any Emergency Member Agency Assessments under Section 5 of Article XV; (xi) Adoption or amendment to the Bylaws; (xii) Declaration of Default of a Member Agency under Article XXIII; (xiii) Hiring or terminating the Executive Director, Legal Counsel, or Third- Third-Party Fiduciary; (xiv) Removal of a Trustee for cause; (xv) Any Amendment to the CIWW Water Shortage Plan; or (xvi) Determination of any issues pertaining to the meaning or application of the definition of Water Supply Activity, Water Distribution Activity, Water Supply Facility or Water Distribution Facility. (c) No action on any matter listed in Subsection (b) of this Section 10(a) that is eligible for a request for weighted vote shall be considered by the Board at any meeting unless the matter is placed on the Agenda of the Board prior to the meeting and written notice of such agenda item is given at least five (5) days before the meeting to all Trustees. A request for weighted vote must be made by the requisite number of Trustees before the vote on the matter that is the subject of such request. Upon any timely request, any Board action on such matter shall be suspended, and the Board will hold a weighted vote on the matter subject to such request at its next meeting. Notwithstanding the foregoing, action on any Emergency Member Agency Assessments may be taken immediately at the meeting when proposed provided any required notice thereof is given in writing to each Member Agency. (d) For purposes of weighted voting, the full voting power of the Board shall be proportionately allocated and assigned among the Trustees representing the Member Agencies, excluding any Additional Trustees, on the basis of the average of the Annual Demand as set forth in Schedule I-2, but excluding demand attributable to wholesale customers that continue to be served by DMWW under the Purchased Capacity Master Agreement, as updated for the immediately preceding five (5) full calendar years preceding the date of the vote. The allocation shall be recomputed when New Member Agencies are admitted, and shall be recomputed each year based upon the total Annual Demand of each Member Agency for the five (5) full calendar years preceding the vote. Votes representing a majority of the “weighted vote allocation” hereunder plus the votes of Trustees representing at least three (3) Member Agencies shall be required to approve Board actions subject to weighted voting under Subsection (b) of this Section. The agenda for any meeting where action will be taken to approve item(s) subject to weighted vote shall include a statement relating to the weighted vote requirement for each such item. (e) The weighted voting power of a Trustee representing any New Member Agency admitted after the Effective Date shall be based on a transition formula based upon actual or expected Annual Demand established by the Board at the time of its admission. (f) In the case of a Board action requiring a weighted vote, the minutes shall reflect the item(s) subject to a weighted vote, and record the specific votes of each Trustee for the Member Agencies on the Board.

Weighted Voting by Board. (a) Approval and issuance of Bonds shall be considered by the Board on a weighted vote, as described in subsection (d) hereof. An affirmative vote of a majority of the Trustees of the Board, on a weighted basis, shall be required on all Board actions relating to Bond issuances hereunder (other than as provided in Article XVII, Section 3). (b) Trustees representing any two (2) or more Member Agencies may request a weighted vote on any of the following matters that come before the Board for action: (i) Any proposal to the Member Agencies to amend or terminate this Agreement or to amend any Schedules to be submitted for Member Agency vote under Article XX; (ii) Any Board action to update or amend the Board Modifiable Schedules as defined in Section 2 of Article XX; (iii) Any amendment or termination of an Operating Contract established under Section 3 of Article XIV; (iv) Admission of New Member Agencies and the terms thereof under Article XII; (ivv) Adoption of the Initial Budget under Section 2 of Article XV; (vvi) Adoption of each Annual Budget under Article XV, or any amendment to an approved Annual Budget; (vivii) Setting of rates and charges payable by Member Agencies; (viiviii) Adoption of the initial Long Range Plan under Article VII; (viiiix) Any modification of the Long Range Plan under Article VII; (ixx) Adoption of any CIWW Capital Plan or modification to the CIWW Capital Plan under Article XV, including without limitation adoption of the Initial Capital Plan or any Capital Call; (xxi) Issuance of any Emergency Member Agency Assessments under Section 5 9 of Article XV; (xixii) Issuance of any bonds; (xiii) Incurring any non-bonded debt in excess of One Million Dollars ($1,000,000.00); (xiv) Adoption or amendment to the Bylaws; (xiixv) Declaration of Default of a Member Agency under Article XXIII; (xiiixvi) Hiring or terminating the Executive Director, Legal Counsel, or Third- Third-Party Fiduciary; (xivxvii) Removal of a Trustee for cause; (xvxviii) Any Amendment to the CIWW Water Shortage Plan; or (xvixix) Determination of any issues pertaining to the meaning or application of the definition of Water Supply Activity, Water Distribution Activity, Water Supply Facility or Water Distribution Facility. (cb) No action on any matter listed in Section 10(a) that is eligible for a request for weighted vote shall be considered by the Board at any meeting unless the matter is placed on the Agenda of the Board prior to the meeting and written notice of such agenda item is given at least five (5) days before the meeting to all Trustees. A request for weighted vote must be made by the requisite number of Trustees before the vote on the matter that is the subject of such request. Upon any timely request, any Board action on such matter shall be suspended, and the Board will hold a weighted vote on the matter subject to such request at its next meeting. Notwithstanding the foregoing, foregoing action on any Emergency Member Agency Assessments may be taken immediately at the meeting when proposed provided any required that at least ten (10) days’ notice thereof is given in writing to each Member Agency. (dc) For purposes of weighted voting, the full voting power of the Board shall be proportionately allocated and assigned among the Trustees representing the Member Agencies, excluding any Additional Trustees, on the basis of the average of the Annual Demand as set forth in Schedule I-2, but excluding demand attributable to wholesale customers that continue to be served by DMWW under the Purchased Capacity Master Agreement, I-2 as updated for the immediately preceding five full calendar years preceding the date of the vote. The allocation shall be recomputed when New Member Agencies are admitted, and shall be recomputed each year based upon the total Annual Demand of each Member Agency for the five full calendar years preceding the vote. Votes representing a majority of the “weighted vote allocation” hereunder plus the votes of Trustees representing at least three Member Agencies shall be required to approve Board actions subject to weighted voting under Subsection (b) of this Section. The agenda for any meeting where action to approve item(s) subject to weighted vote shall include a statement relating to the weighted vote requirement for each such item. (ed) The weighted voting power of a Trustee representing any New Member Agency admitted after the Effective Date shall be based on a transition formula based upon actual or expected Annual Demand established by the Board at the time of its admission. (f) In the case of a Board action requiring a weighted vote, the minutes shall reflect the item(s) subject to a weighted vote, and record the specific votes of each Trustee for the Member Agencies on the Board.

Weighted Voting by Board. (a) Approval and issuance of Bonds shall be considered by the Board on a weighted vote, as described in subsection (d) hereof. An affirmative vote of a majority of the Trustees of the Board, on a weighted basis, shall be required on all Board actions relating to Bond issuances hereunder (other than as provided in Article XVII, Section 3). (b) Trustees representing any two (2) or more Member Agencies may request a weighted vote on any of the following matters that come before the Board for action: (i) Any proposal to the Member Agencies to amend or terminate this Agreement or to amend any Schedules to be submitted for Member Agency vote under Article XX; (ii) Any Board action to update or amend the Board Modifiable Schedules as defined in Section 2 of Article XX; (iii) Admission of New Member Agencies and the terms thereof under Article XII; (iv) Adoption of the Initial Budget under Section 2 of Article XV; (v) Adoption of each Annual Budget under Article XV, or any amendment to an approved Annual Budget; (vi) Setting of rates and charges payable by Member Agencies; (vii) Adoption of the initial Long Range Plan under Article VII; (viii) Any modification of the Long Range Plan under Article VII; (ix) Adoption of any CIWW Capital Plan or modification to the CIWW Capital Plan under Article XV, including without limitation adoption of the Initial Capital Plan or any Capital Call; (x) Issuance of any Emergency Member Agency Assessments under Section 5 of Article XV; (xi) Adoption or amendment to the Bylaws; (xii) Declaration of Default of a Member Agency under Article XXIII; (xiii) Hiring or terminating the Executive Director, Legal Counsel, or Third- Party Fiduciary; (xiv) Removal of a Trustee for cause; (xv) Any Amendment to the CIWW Water Shortage Plan; or (xvi) Determination of any issues pertaining to the meaning or application of the definition of Water Supply Activity, Water Distribution Activity, Water Supply Facility or Water Distribution Facility. (c) No action on any matter listed in Section 10(a) that is eligible for a request for weighted vote shall be considered by the Board at any meeting unless the matter is placed on the Agenda of the Board prior to the meeting and written notice of such agenda item is given at least five (5) days before the meeting to all Trustees. A request for weighted vote must be made by the requisite number of Trustees before the vote on the matter that is the subject of such request. Upon any timely request, any Board action on such matter shall be suspended, and the Board will hold a weighted vote on the matter subject to such request at its next meeting. Notwithstanding the foregoing, foregoing action on any Emergency Member Agency Assessments may be taken immediately at the meeting when proposed provided any required notice thereof is given in writing to each Member Agency. (d) For purposes of weighted voting, the full voting power of the Board shall be proportionately allocated and assigned among the Trustees representing the Member Agencies, excluding any Additional Trustees, on the basis of the average of the Annual Demand as set forth in Schedule I-2, but excluding demand attributable to wholesale customers that continue to be served by DMWW under the Purchased Capacity Master Agreement, as updated for the immediately preceding five full calendar years preceding the date of the vote. The allocation shall be recomputed when New Member Agencies are admitted, and shall be recomputed each year based upon the total Annual Demand of each Member Agency for the five full calendar years preceding the vote. Votes representing a majority of the “weighted vote allocation” hereunder plus the votes of Trustees representing at least three Member Agencies shall be required to approve Board actions subject to weighted voting under Subsection (b) of this Section. The agenda for any meeting where action to approve item(s) subject to weighted vote shall include a statement relating to the weighted vote requirement for each such item. (e) The weighted voting power of a Trustee representing any New Member Agency admitted after the Effective Date shall be based on a transition formula based upon actual or expected Annual Demand established by the Board at the time of its admission. (f) In the case of a Board action requiring a weighted vote, the minutes shall reflect the item(s) subject to a weighted vote, and record the specific votes of each Trustee for the Member Agencies on the Board.