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9 <br /> Memorandum of Agreement <br /> Triangle Water Supply Partnership <br /> c) If a Participant is not current in paying Dues but is within the allowed grace <br /> period and therefore has not been deemed to have withdrawn from the <br /> Partnership, then the vote of such Participant's Representative will be counted. If <br /> a Participant is not current in paying dues and is not within the grace period for <br /> such payment, the Participant shall not participate in any vote, and any vote by <br /> such Participant shall be null and void. <br /> d) Representatives or Alternate Representatives may participate, including voting, in <br /> meetings by any means of communication by which all participating may <br /> simultaneously hear each other during the meeting. <br /> e) Voting on any matter may occur outside of the Annual Meeting or a Called <br /> Meeting only upon the following terms. Any Participant may request a vote of <br /> the Partnership in writing with at least 2 business days' notice to all Participants. <br /> Votes taken pursuant to this section require a written affirmative vote (either <br /> electronic or hard copy)by the Representative (or Alternative Representative) for <br /> each Participant within thirty(30) days of the notice. If any Participant fails to <br /> provide an affirmative vote, the requested vote fails. Records of the requested <br /> vote, and each Participant's response, shall be retained as records of the <br /> Partnership. <br /> f) No proxy voting will be permitted; that is, only the Representative or, if the <br /> Representative is not present, the Alternate Representative, may vote on behalf of <br /> a Participant. <br /> 8) Decisions: <br /> a) While it will always be the goal of the Partnership to make decisions by <br /> Consensus, this section describes the decision process if Consensus cannot be <br /> reached. <br /> b) Unless otherwise specified in this Agreement, a Simple Majority Vote shall be <br /> used for all matters before the Partnership. <br /> c) Super Majority Votes are required for: <br /> i) Establishing or changing the Fund's Annual Target Amount (if Super <br /> Majority Vote cannot be reached, the Fund's Annual Target Amount will be <br /> the previous year's amount); and <br /> ii) Establishing or changing the dues allocation basis (if Super Majority Vote <br /> cannot be reached, the dues allocation basis will be the same as the previous <br /> year; however, any changes to a Member's Tier based on number of accounts <br /> will be made); and <br /> iii) Approving a New Participant Request and establishing the new Participant's <br /> Initial Dues. <br /> August 7, 2018 Page 7 of 35 <br />