purposes of this Article X only both are referred to as “Projects”) within the purpose and power of
the Corporation and to adopt general policy guidelines for their implementation. ‘‘Project
Contracts” means contracts between and among the Corporation and its Members for the Projects.
Nothing contained in a Project Contract shall obligate non-participating Members in any respect
with the Project.
SECTION 2. Right to Participate in Projects, The Board shall provide at least thirty (30) days
prior written notice to all Members, unless such notice is otherwise waived, before any Project
may be considered for adoption by a vote of the Board. Once a Project is approved by the Board,
all Members shall have the right, but not the obligation, to participate in a pro rata share in the
Project in relative proportion to the electric load of each Member. If a Project is not fully
subscribed, the unsubscribed portion may be divided among the participating Members in the
Project that seek a greater participation share in the same proportion as the original allocation until
a project is fully subscribed. Each Member’s participation share allocation for the Project shall be
based on the financial commitments made by the participating Members or as otherwise may be
agreed by the participating Members in a particular Project. Once the Project is fully subscribed
or the time to participate has closed, (i) the Treasurer will calculate the number of Project Votes
each Member has in the Project, and (ii) the Chief Executive Officer, at the direction of the
participating Project Members, will lead the negotiation of the agreements with the Project’s
vendors, developers and/or consultants and assist with coordinating the Project Contracts amongst
the participating Members and the Corporation. All expenses, rights, and obligations to any
specific Project as among the participating Project Members will be as provided through Project
Contract that will be separate and distinct from this Agreement. A Project that is fully subscribed
or for which the initia] time to participate has closed may remain open to new Members to join
subject to, and under the terms of, the Project Contract.
SECTION 3. General Project Voting Guidelines. The following guidelines apply to afl Projects
established by the Corporation:
(a) The Members that participate in a Project will all collectively agree, in Project Contract(s)
separate from this Agreement, to what extent they will assume any obligations, debts and
liability incurred in connection with the formation and/or implementation of such Projects.
Nothing in this Agreement requires joint and several liability or imposes any liability on
any Member with respect to any Project or Project Contract. The impact of a defaulting
Member to any Project Contract shall be solely limited by, and governed according to, the
terms for default covered in the Project Contract for the applicable Project.
(b) Once a Project is fully subscribed or the time to participate has closed, as set forth in
Section 2 herein above, all Project Matters regarding the Project shall be decided by 80%
of the Project Votes cast thereon; provided that if one party controls more than 80% of the
vote, then another party shall be required to vote in the affirmative for any action to be
taken to prevent one party from controlling the outcome of the vote. Each Director shall be
entitled to cast all or any portion of the number of such Director’s Project Votes.
SECTION 4. Transfer of Participating Member Project Contract Interests. Subject to the
terms of any financing for a Project, a Project Contract may provide for a Member’s transfer of an
interest in a Project to other Members participating in the Project Contract and, if such transfer is
not fully subscribed by such participating Members, to other Members. Project Contracts shall
not permit the transfer of a participating Member’s participation interest in a Project Contract to
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