Common use of STRUCTURE AND PROCEDURES Clause in Contracts

STRUCTURE AND PROCEDURES. (a) Each carrier member of the Council shall be represented by one representative who shall be the member’s chief executive officer, managing director or other person at the highest management level of the carrier member or its heavy lift division (the member’s “Representative”). The Representative of any carrier member may be accompanied by one or more non-voting officers or directors of the carrier member. (b) An Executive Committee (“Committee”), consisting of not less than four (4) nor more than five (5) thirty-five percent (35%) of the Council’s carrier members shall be established to direct the affairs of the Council. Each member of the Executive Committee shall be elected by majority vote of the carrier members and shall hold office throughout the duration of this Agreement or for a term that may be established by the Council. The Committee shall schedule and arrange for Council meetings, establish the agenda for all meetings, and approve and arrange payment of any expenses under this Agreement. (c) A Chairman of the Executive Committee shall be elected by the vote of a majority of the Council. The Chairman may call meetings of the Council and Executive Committee, shall preside at such meetings, and shall represent the Council before Governmental and other bodies. (d) The Chairman shall nominate a Secretary, who is not required to be a Representative. Any nominated Secretary must be approved by a majority of the carrier members. The Secretary shall conduct correspondence on behalf of the Council, shall coordinate with legal counsel, shall keep minutes of meetings of the Council and Executive Committee, shall circulate minutes to carrier members, and shall file or delegate the filing of any minutes or other documents required by any governmental body. (e) The Council or Executive Committee may establish such other committees as it shall deem appropriate with jurisdiction over a trade or subject covered by this Agreement, with such duties and subject to such conditions as the Council or Executive Committee may specify. The members and chairman of each such committee shall be appointed by the Council, Executive Committee or Chairman. Subject to the foregoing, each committee may select a chairman and establish procedures for its meetings and activities. (f) Meetings of the Council and any committee shall be convened at the call of its chairman or a majority of its members, with appropriate notice as to time and location. It shall not be necessary to circulate an agenda for any meeting. At all meetings, a quorum shall consist of a majority of the total number of carrier members of the Council or committee. Except as otherwise specified, at any meeting at which a quorum is present, action may be taken by majority vote of those present. TO HLC AGREEMENT FMC AGREEMENT NO. 012067-017 016 10TH 9TH REVISED PAGE B7 Austral Asia Line Pte. Ltd. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ # 20-01 Suntec Tower 2 Singapore 038989 AAL/Schoeller Holdings Ltd. Columbia House P.O. Box 51624 – CY Dodekanison Limassol, CYPRUS Asia Break Bulk (Singapore) Pte. Ltd. ▇ ▇▇▇▇▇▇▇ ▇▇. # 12-02 048693 SINGAPORE BBC Chartering Carriers GmbH & Co. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ D-2678 Leer, GERMANY BBC Chartering & Logistic GmbH & Co. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ D-2678 Leer, GERMANY Chipolbrok (Chinese-Polish Joint Stock Shipping Company) ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Post Code 200002 Shanghai, CHINA