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(1)
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The Council
shall meet as often as may be necessary for the efficient discharge of its
functions, but not less than three times a year.
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(2)
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The Council
shall endeavour to take decisions unanimously. If unanimous agreement cannot
be reached, decisions shall be taken as follows: Decisions on substantive
matters shall be taken by a majority of the representatives on the Council
representing at least two-thirds of the total voting participation of all
Signatories and groups of Signatories represented on the Council. Decisions
on procedural matters shall be taken by a simple majority of the
representatives present and voting, each having one vote. Disputes whether a
specific matter is procedural or substantive shall be decided by the Chairman
of the Council. The decision of the Chairman may be overruled by a two-thirds
majority of the representatives present and voting, each having one vote. The
Council may adopt a different voting procedure for the election of its
officers.
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(3)
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(a)
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Each
representatives shall have a voting participation equivalent to the
investment share or shares he represents. However, no representatives may
cast on behalf of one Signatory more than 25 per cent of the total voting
participation in the Organization except as provided in sub-paragraph
(b)(iv).
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(b)
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Notwithstanding
Article V(9), (10) and (12) of the Operating Agreement:
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(i)
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If a
Signatory represented on the Council is entitled, based on its investment
share, to a voting participation in excess of 25 per cent of the total voting
participation in the Organization, it may offer to other Signatories any or
all of its investment share in excess of 25 per cent.
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(ii)
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Other
Signatories may notify the Organization that they are prepared to accept any
or all of such excess investment share. If the total of the amounts notified
to the Organization does not exceed the amount available for distribution,
the latter amount shall be distributed by the Council to the notifying
Signatories in accordance with the amounts notified. If the total of the amounts
notified does exceed the amount available for distribution, the latter amount
shall be distributed by the Council as may be agreed among the notifying
Signatories, or, failing agreement, in proportion to the amounts notified.
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(iii)
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Any such
distribution shall be made by the Council at the time of determinations of
investment shares pursuant to Article V of the Operating Agreement. Any
distribution shall not increase the investment share of any Signatory above
25 per cent.
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(iv)
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To the extent
that the investment share of the Signatory in excess of 25 per cent offered
for Government distribution is not distributed in accordance with the
procedure set forth in this paragraph, the voting participation of the
representative of the Signatory may exceed 25 per cent.
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(c)
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To the
extent that a Signatory decides not to offer its excess investment share to
other Signatories, the corresponding voting participation of that Signatory
in excess of 25 per cent shall be distributed equally to all other representatives
on the Council.
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(4)
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A quorum for
any meeting of the Council shall consist of a majority of the representatives
on the Council, representing at least two-thirds of the total voting
participation of all Signatories and groups of Signatories represented on the
Council.
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