Members of the Governing Committee; Voting; etc Clause Samples

Members of the Governing Committee; Voting; etc. (i) The Diebold Partner shall appoint three members of the Governing Committee. The IBM Partner shall appoint two members of the Governing Committee. Each Partner shall be entitled to name an alternate member to serve in the place of any member appointed by such Partner should any such member not be able to attend a meeting or meetings. Each member or alternate member shall be entitled to cast one vote. Each member or alternate member shall be a present or former employee of the designating Partner’s Parent or one of its Subsidiaries (except that former employees must be reasonably acceptable to the other Partner). Each member or alternate member shall serve at the pleasure of the designating Partner. Each Partner shall bear any cost incurred by any person designated by it to serve on the Governing Committee, and no member of the Governing Committee shall be entitled to compensation from the Partnership for serving in such capacity. (ii) Each Partner shall notify the Partnership and the other Partner of the name, business address and business telephone and telecopier numbers of each member and each alternate member that such Partner has appointed to the Governing Committee. Each Partner shall promptly notify the Partnership and the other Partner of any change in such Partner’s appointments or of any change in any such address or number. (iii) Except as otherwise specified in Section 4.02, the Governing Committee may take action by the affirmative vote of a majority of its members. The quorum necessary for any meeting of the Governing Committee shall be the number of members needed to approve any action.