Common use of Membership and Voting Clause in Contracts

Membership and Voting. Each of the Public Entity Members of the Governance Committee shall be represented on the Governance Committee by one elected official of such entity and one alternate who shall also be an elected official. No individual person may be appointed as the primary or alternate representative of more than one Party. If MPRWA ceases to exists, then the cities that are members of the MPRWA at the time of the MPRWA’s termination shall collectively choose a “city representative” that will take the place of the MPRWA representative on the Governance Committee. Cal Am shall be represented by the President of Cal-Am or the President’s alternate, whom the President may designate to act on his or her behalf at anytime. The Governance Committee shall appoint a “Chair” and “Vice-Chair” from the primary (non- alternate) elected officials appointed to the Governance Committee. Each of the Public Entity Members of the Governance Committee shall have a single equal vote in decision-making. Cal-Am shall not have a vote for purposes of the issuance of decisions or recommendations by the Governance Committee. However, Cal-Am shall, unless it abstains from doing so, state its preference with respect to any decision or recommendation made by the Governance Committee (the “Cal-Am Preference”) at the time that any decision or recommendation is made by the Governance Committee and the Cal-Am Preference shall be recorded within the meeting minutes together with a summary of any explanation provided by Cal-Am for the Cal-Am Preference.