Common use of Executive Committee Clause in Contracts

Executive Committee. At the Closing, an executive committee for the Company (the "Executive Committee") shall be created and the Company shall take all actions so that the three Purchaser Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on the Executive Committee. The President of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At such time as there are nine Members, the ClosingBoard shall establish and elect an Executive Committee of the Board which shall consist solely of three (3) Officers consisting of the President, First Vice President, and Secretary/Treasurer, which shall exist thereafter. At such time as there are 11 Members, the Board shall establish and elect an executive committee for Executive Committee of the Company Board which shall consist solely of five (5) Officers, with the "Executive Committee") addition of the Immediate Past President, which shall exist thereafter. Should the Immediate Past President no longer hold elected office then a Member at Large may be created and appointed by the Company shall take all actions so that the three Purchaser Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed Board to serve on the Executive Committee. The President qualifications of the Company Member at Large are that they must be an elected or appointed Mayor or Council Member of a Member of the Agency but need not be on the Board of Directors. The terms of office of the Members of the Executive Committee shall serve be one year. The Executive Committee shall conduct the business of the Agency between meetings of the Board, exercising all those powers as an advisory member provided for in this Article, or as otherwise delegated to it by the Board. The Executive Committee, subject to approval by the Board of Directors, shall exercise all powers or duties of the Board relating to the entering, approval and execution of agreements, leases, and other instruments of or relating to the finances of the Joint Powers Agency within the previously approved annual budget or amended budget. The Executive Committee may have additional powers delegated to it by the Board, except for the adoption of the Agency’s annual budget. Any additional powers and duties delegated shall be specified in a Resolution adopted by the Board. The Executive Committee shall obtain approval from the Board before authorizing or conducting any investigations into the business of the Agency and before taking personnel action. These actions must be authorized by a majority vote of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any Each meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of called, noticed, held, and conducted in accordance with the Executive Committee so that it is received by such member not less than three days before the date of the meeting▇▇▇▇▇ ▇. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing▇▇▇▇▇ Act, setting forth the action so takenGovernment Code Section 54950 et seq., is signed by all the members of the Executive Committeeas amended.

Executive Committee. At The Board, by resolution adopted by a majority of directors constituting the Closingfull Board, may, in accordance with the terms of the Bylaws, appoint an executive committee for the Company (the "Executive Committee") ), one of the 16 members of which shall be created and Uhlenhop so long as he is the Company shall take all actions so that the three Purchaser Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on the Chief Executive Committee. The President Officer of the Company Company. If an Executive Committee is so appointed, except if ZS is no longer entitled to nominate a director to the Board pursuant to Section 2.l(e) hereof or except if ZS owns beneficially less than 25% of its Initial Ownership, ZS shall serve be entitled to have one representative as an advisory member observer (with no right to vote) at each meeting of the Executive Committee. The , and the Executive Committee shall have furnish ZS, to the attention of such person as ZS may designate as its observer in writing to the Executive Committee from time to time, and may exercise all at the powers same time and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the same manner furnished to members of the Executive Committee must approve a particular matter for it to be the act Committee, notice of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, each such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, meeting and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any materials relevant to such meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered so provided to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee. Such representative shall treat all information received by such representative pursuant to this Section 2.5 as confidential in accordance with Article 7 hereof and in accordance with applicable law and such duties regarding confidentiality as would be generally applicable to a director receiving such information. Subject to the terms of the Bylaws, the Executive Committee may exercise all the authority of the Board; PROVIDED, HOWEVER, that neither the Executive Committee nor any other committee of the Board shall have the authority to: (i) approve or recommend to shareholders of the Company actions or proposals required by law to be approved by shareholders of the Company; (ii) adopt, amend or repeal the Bylaws or Articles of Incorporation; (iii) authorize or approve the reacquisition of shares of the Company's capital stock unless pursuant to a general formula or method specified by the Board; (iv) adopt an agreement of merger or consolidation or sale of all or substantially all of the Company's assets or capital stock; or (v) authorize or approve the issuance or sale of, or any contract to issue or sell, shares of the Company's capital stock or designate the terms of a series of a class of shares of the Company's capital stock, except that the Board, having acted regarding general authorization for the issuance or sale of shares of capital stock, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board, by resolution or by adoption of a stock option or other plan, authorize the Executive Committee or any other committee to fix the terms of any contract for the sale of such shares of capital stock and to fix the terms upon which such shares of capital stock may be issued or sold, including the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares of the Company's capital stock, with full power in the Executive Committee or any such other committee of the Board to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the office of the Secretary of State of the state in which the Company is incorporated.

Executive Committee. At the Initial Closing, an executive committee for of the Company Board (the "Executive CommitteeEXECUTIVE COMMITTEE") comprised of three directors shall be created and the Company shall take all actions so that the three Purchaser Investor Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on the Executive Committee. The President Chief Executive Officer of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company when (a) the Executive Committee reasonably determines that action on a particular matter requires immediate attention and that a meeting of the whole Board could not be arranged within the period of time required to fully address such matter or (b) the Executive Committee is otherwise prescribed such power with respect to one or more matters by resolution of the whole Board; PROVIDED, HOWEVER, that the Executive Committee shall not have any power or authority over matters which by law do not need whole Board approvalapproval or approval of the Audit Committee, Compensation Committee or Nominating Committee of the Board. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transactionNotwithstanding the foregoing, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,0001,000,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual BudgetCompany's annual budget, (ii) the nomination of members for election to the Board, (iii) Board upon the filling recommendation of vacancies in the Board, the Executive Committee or other Board committeeNominating Committee, and (iviii) transactions between the Company, on the one hand, and any Purchaser Durus or any Affiliate of any PurchaserDurus, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days one day before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At the Closing, an executive committee for the Company (the "9.3.1 An Executive Committee") Committee shall be created formed which shall consist of three members of the Management Committee and the Company shall take all actions so that their Alternates representing Partners holding interests in each of the three Purchaser Designees and ▇voting blocs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on The Chairman of the Management Committee shall be the Chairman of the Executive Committee. The President Decisions of the Company Executive Committee shall be by majority vote of the members, provided that all members are present and voting. Each member shall serve on the Committee for a two year term, unless his successor shall earlier be duly appointed or until his earlier death, ineligibility to serve, resignation or removal by the Partner which appointed him. 9.3.2 The Executive Committee shall meet twice annually subject to less frequent meetings upon the affirmative vote of members of the Management Committee representing 75% or more of the total Percentage Interests of the Partners, and at such other times as called by its Chairman, or by any two members of the Committee by notice to the Chairman. The Chairman shall designate the time and place of all Executive Committee meetings and shall provide notice of and an advisory agenda for each meeting at least five days prior to the date thereof, unless such notice is waived by all Committee members. Meetings shall be conducted in accordance with the Terms of Reference of the Executive Committee, as the same may be revised by the Management Committee from time to time. Written minutes of each meeting shall be maintained. Any member of the Management Committee may attend any meeting of the Executive Committee; provided, however, that there shall be no requirement to provide notice of such meetings to any member of the Management Committee who is not also a member of the Executive Committee. . 9.3.3 The Executive Committee shall, on behalf of the Partnership: (a) Subject to such limitations as the Management Committee may establish, review and authorize, if warranted, proposed expenditures by the Operator not otherwise permissible under the terms of the Operating Agreement and which cannot be deferred until the next planned Management Committee meeting; (b) Review and recommend approval of proposals presented by the Operator regarding financing, proposed Incremental Expansions and other items of Partnership business; (c) Review with the Operator significant policy issues, business plans, budgets and proposed acquisitions and/or divestitures and make recommendations to the Management Committee with respect to the same; and (d) Perform such other responsibilities as are set forth in the Terms of Reference for the Executive Committee, as the same may be revised by the Management Committee from time to time. 9.3.4 The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company on matters which by law do not need whole Board approval. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted report fully to the Executive Management Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any at each meeting of the Executive Management Committee and at such other times and places as the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Management Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committeedeems advisable.

Executive Committee. At the Initial Closing, an executive committee for of the Company Board (the "Executive CommitteeEXECUTIVE COMMITTEE") comprised of three directors shall be created and the Company shall take all actions so that the three Purchaser Investor Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on the Executive Committee. The President Chief Executive Officer of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company when (a) the Executive Committee reasonably determines that action on a particular matter requires immediate attention and that a meeting of the whole Board could not be arranged within the period of time required to fully address such matter or (b) the Executive Committee is otherwise prescribed such power with respect to one or more matters by resolution of the whole Board; provided, HOWEVER, that the Executive Committee shall not have any power or authority over matters which by law do not need whole Board approvalapproval or approval of the Audit Committee, Compensation Committee or Nominating Committee of the Board. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transactionNotwithstanding the foregoing, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,0001,000,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual BudgetCompany's annual budget, (ii) the nomination of members for election to the Board, (iii) Board upon the filling recommendation of vacancies in the Board, the Executive Committee or other Board committeeNominating Committee, and (iviii) transactions between the Company, on the one hand, and any Purchaser Durus or any Affiliate of any PurchaserDurus, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days one day before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At the Initial Closing, an executive committee for of the Company Board (the "Executive Committee") comprised of three directors shall be created and the Company shall take all actions so that the three Purchaser Investor Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on the Executive Committee. The President Chief Executive Officer of the Company shall serve as an advisory member of the Executive Committee. The Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company when (a) the Executive Committee reasonably determines that action on a particular matter requires immediate attention and that a meeting of the whole Board could not be arranged within the period of time required to fully address such matter or (b) the Executive Committee is otherwise prescribed such power with respect to one or more matters by resolution of the whole Board; provided, however, that the Executive Committee shall not have any power or authority over matters which by law do not need whole Board approvalapproval or approval of the Audit Committee, Compensation Committee or Nominating Committee of the Board. The affirmative vote of a majority of the members of the Executive Committee must approve a particular matter for it to be the act of the Executive Committee. If the affirmative vote of a majority of the members of the Executive Committee on a particular matter submitted to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transactionNotwithstanding the foregoing, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,0001,000,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual BudgetCompany's annual budget, (ii) the nomination of members for election to the Board, (iii) Board upon the filling recommendation of vacancies in the Board, the Executive Committee or other Board committeeNominating Committee, and (iviii) transactions between the Company, on the one hand, and any Purchaser Durus or any Affiliate of any PurchaserDurus, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days one day before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committee.

Executive Committee. At The Board of Directors shall, at its initial meeting after its election in each year, elect from among their number a committee of three or more who, with the Closing, an executive committee for Chairman of the Company (the "Executive Committee") shall be created Board and the Company shall take all actions so that the three Purchaser Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on the Executive Committee. The President of the Company Association, acting as ex officio members, shall constitute the Executive Committee of the Board of Directors. Each member of the Executive Committee shall serve as an advisory for the ensuing year and until his or her successor is elected and shall qualify; provided, however, that any member of the Executive Committee may be removed, with or without cause, at any time by the Board of Directors. All vacancies in said Committee shall be filled by the Board of Directors. The Chairman of the Board of Directors and the President of the Association shall be ex-officio members of the Committee and shall have the power to vote with respect to all matters coming before the Executive Committee. The Executive Committee shall have meet at such times as it may decide. It shall keep a separate book of minutes of its proceedings and may exercise all actions, and make reports to the Board of Directors, from time to time, of its actions. All the powers and authority of the Board of Directors when the Board is not in session may be exercised by the management Executive Committee, except that the Executive Committee shall not declare dividends or distribute assets of the business and affairs Association. Unless otherwise provided by resolutions duly adopted by the Board of the Company on matters which by law do not need whole Board approval. The affirmative vote of Directors, a majority of the members Executive Committee shall constitute a quorum for the transaction of business. The Executive Committee shall review all loans when the total liability of the borrower exceeds an established amount, which amount is to be determined and set by the Board of Directors from time to time. All persons appointed or elected to office by the Executive Committee must approve a particular matter for it to be shall hold their respective offices only until the act next annual meeting of the Board of Directors. Each member of the Executive Committee. If the affirmative vote of a majority , except salaried officers of the members Association, shall be entitled to an attendance fee for each meeting of the Executive Committee on a particular matter submitted Committee, the amount of such fee to the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved established by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive CommitteeDirectors.

Executive Committee. At a. Voting members of the ClosingExecutive Committee will include three Official Representatives elected by the Official Representatives, an executive committee for two members selected by the Company Academic Affairs Officers Committee of the Presidents Council of State Universities of Michigan (the "Executive Committee") shall be created “PCSUM”), and the Company shall take all actions so that the three Purchaser Designees and ▇. ▇▇▇▇▇▇ one member designated by MSU’s ▇▇▇▇▇▇▇. The Executive Committee may also include the Executive Director of the PCSUM, IIIMSU’s ▇▇▇▇ of International Studies and Programs, are appointed to serve a JCMU alumnus, and a representative of the Japan Business Society of Detroit as non-voting members. No Member Institution may have more than one voting member on the Executive Committee. The President of the Company shall serve as an advisory member . b. Members of the Executive CommitteeCommittee elected by the Official Representatives shall serve two-year terms. The Executive Committee Terms of such members shall have and may exercise all be staggered. Elections shall occur at the powers and authority fall meeting (which will typically be held in October) of the Board in the management Official Representatives each year with terms of the business and affairs office commencing when election outcomes are determined. Individuals may be re- elected for an unlimited number of the Company on matters which by law do not need whole Board approval. terms. c. The affirmative vote of a majority of the voting members of the Executive Committee must approve shall elect its Chair from among its voting members no later than December in the year in which a particular matter for it to be the act vacancy occurs. The Chair will convene meetings of all Official Representatives at least annually and more often as necessary, and will provide a written record of the Executive Committee. If the affirmative vote of a majority of the members proceedings of the Executive Committee on a particular matter submitted to the all Official Representatives. Individuals who serve as Chair may be re-elected for an unlimited number of terms. d. An Executive Committee for approval cannot be obtained, such matter shall be submitted to member may participate in any meeting (either regular or special) by a conference telephone or by other similar communications equipment through which all persons participating in the whole Board for approvalmeeting may communicate with the other participants. Participation in a meeting by a conference telephone or by other similar communications equipment constitutes presence in person at the meeting. An Executive Committee approval shall be required member entitled to approve operating vote at any meeting or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating express consent or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as dissent without a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the meeting may authorize another Executive Committee or other Board committeemember to act for the member by proxy. An Executive Committee member may waive notice of time, place and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate purpose of any Purchaser, on the other hand. Written meeting either before or printed notice stating the place, day and hour of after any meeting is held. e. Any action required or permitted by this Agreement to be taken at any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee members may be taken without a meeting meeting, without prior notice and without a vote if a consent in writing, written consents setting forth the action so taken, is taken are signed by all the members a majority of the Executive Committee members who are entitled to vote on the action. f. The Executive Committee, with the input of the Official Representatives, shall develop appropriate written policies and procedures to allow implementation of the JCMU curricular goals by the JCMU resident director. g. JCMU administrative staff may be called upon to report in person or in writing to the Executive Committee regarding JCMU finances, programs and related activities. The Executive Committee shall report proposals affecting policies and policy implementation in writing to the Official Representatives in a timely fashion to permit their review thereof. At a minimum, one month shall be provided for review and written comment by the Official Representatives. Such commentary shall be reviewed by the Executive Committee before it takes action on the proposal.

Executive Committee. At Complete and exclusive power to conduct the Closing, an executive committee for business affairs of this Partnership is hereby delegated to the Company Executive Committee of this Partnership (the "Executive Committee") shall be created and ), consisting of three members; provided, however, that prior to the Company shall take first annual meeting, the Winning Partner is hereby granted all actions so that the three Purchaser Designees and ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III, are appointed to serve on powers of the Executive Committee. The President of the Company shall serve as an advisory Each member of the Executive Committee shall be elected at the annual Partners' Meeting; provided, however, that those persons holding 49.99% of the voting power of this Partnership (which group may include [Illegible] Partner) shall be entitled to elect one of the three members of the Executive Committee at each annual meeting. Members of the Executive Committee may be removed at any time by Majority Vote of the Partners. However, the Executive Committee may fill by appointment any vacancy in its membership which occurs between annual Partners' Meetings or if the annual Partners' Meeting fails to elect all required members of the Executive Committee. Meetings of the Executive Committee shall be held not less than two times per year and such meetings may be held by conference telephone call. A majority (more than fifty percent) of the Executive Committee shall constitute a quorum for the transaction of its business. Each action of the Executive Committee shall require a vote of a majority of the Executive Committee members casting a vote. The Executive Committee shall have and may exercise all the powers and authority to pledge the Ownership Interest of this Partnership in the operating entity as security for System financing on a non-recourse basis to the individual Partners of the Board Partnership. Each Partner hereby grants to and confirms in the management Executive Committee power of attorney and all authority necessary to pledge as security for any such financing the business interest of this Partnership in the Operating Entity and affairs of the Company on matters which to take all action deemed by law do not need whole Board approval. The affirmative vote of a majority of the members Executive Committee to be in the best interest of this Partnership. Such power of attorney is hereby agreed to be coupled with an interest. All powers hereby conferred upon the Executive Committee must approve a particular matter for it are hereby agreed to be the act of the Executive Committeeirrevocable. If the affirmative vote of a majority of the members of the The Executive Committee on a particular matter submitted to is given the Executive Committee for approval cannot be obtained, such matter shall be submitted to the whole Board for approval. Executive Committee approval shall be required to approve operating or capital expenditures exceeding $1,000,000 per transaction, unless such expenditures were specifically approved broadest power allowable restricted only by the Board as part of the Annual Budget. Whole Board approval shall be required to approve (i) any operating or capital expenditure or series of related expenditures exceeding $2,500,000, unless such expenditure or expenditures were specifically approved by the Board as a part of the Annual Budget, (ii) the nomination of members for election to the Board, (iii) the filling of vacancies in the Board, the Executive Committee or other Board committee, good faith and (iv) transactions between the Company, on the one hand, and any Purchaser or any Affiliate of any Purchaser, on the other hand. Written or printed notice stating the place, day and hour of any meeting of the Executive Committee and the purpose or purposes for which the meeting is called shall be delivered to each member of the Executive Committee so that it is received by such member not less than three days before the date of the meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Committeefair dealing.