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Memorandum of Agreement <br />Triangle Water Supply Partnership <br />August 7, 2018 Page 7 of 35 <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period and therefore has not been deemed to have withdrawn from the 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 an y 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 b y <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 /> <br />11