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i. Ouorum. A majority of the Members constitutes a quorum for any matter <br /> requiring a vote. A Representative or Alternate attending a meeting of the <br /> Steering Committee by phone counts toward the quorum. <br /> ii. Majority Vote. All decisions of the Steering Committee are based on the <br /> majority vote of the Members voting on a particular issue;provided, <br /> however, the Steering Committee may not take a Material Action without <br /> the unanimous consent of all affected Members. Members shall endeavor <br /> to avoid abstaining from any vote; however, any abstention does not count <br /> toward either the majority or the minority on any vote. <br /> d. Delegation of Duties. The Steering Committee may delegate ministerial duties to <br /> the Lead Agency. <br /> e. Meetings. The Steering Committee will schedule meetings as it deems <br /> appropriate. <br /> f. Minutes. Unless otherwise provided by the Steering Committee, the Lead <br /> Agency will keep minutes of each Steering Committee meeting and will circulate <br /> a copy of the minutes of each meeting to each Representative. <br /> B. Material Action. If any Members desire to pursue a project that could result in a Material <br /> Action without the unanimous consent of all affected Members,the Members desiring the <br /> project may separately contract for and finance the project. <br /> SECTION 4 <br /> Finances <br /> A. Contributions. Each Member is required to make a Contribution. Contributions are used <br /> to fund Coalition expenses. <br /> a. Initial Members. The Contribution made or committed to by each Initial Member <br /> is set forth in Exhibit D. <br /> b. Subsequent Members. Unless determined otherwise by the Steering Committee <br /> prior to the admission of a Subsequent Member,the Contribution required of a <br /> Subsequent Member will be based on the Subsequent Member's 2007 average dry <br /> weather flow and will be equal to that of the Member identified on Exhibit D that <br /> has the same 2007 average dry weather flow as the Subsequent Member. If the <br /> Subsequent Member's flow does not match that of an Initial Member identified on <br /> Exhibit D,the Subsequent Member's Contribution will be calculated to be <br /> proportionately equal to that of the Initial Members. The Contribution by a <br /> Subsequent Member may be made either in one lump payment or through <br /> installment payments, as approved by the Steering Committee. <br /> Amended and Restated JEPA v7.2 4 <br /> B0342001/1345905-5 <br />