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(a)
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Each Signatory shall have a voting
participation equal to its investment share subject to the application of
paragraphs (b), (c) and (d) of this Article. Signatories abstaining from
voting shall be considered as not voting.
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(b)
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Until the first determination of investment
shares based on utilization under paragraph (d) of Article 6 of the Operating
Agreement, the investment share on which a Signatory's voting participation
is based shall be determined in accordance with Annex B to the Operating
Agreement. After the first determination of investment shares based on
utilization the investment share on which a Signatory's voting participation
is based, shall be derived from the utilization of the EUTELSAT Space Segment
by that Signatory for international and domestic public telecommunications
services, subject to the exceptions stated in paragraphs (c) and (d) of this
Article.
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(c)
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No Signatory shall have more than 20 per
cent of the total voting participation in EUTELSAT. However, the increase of
investment shares voluntarily acquired by a Signatory until the operational
use of the extension under paragraph (d) of Article 4 of the Operating
Agreement shall, for this period, augment the voting participation of that
Signatory by a maximum of 5 per cent regardless of the 20 per cent limit
mentioned in this paragraph. To the extent that the voting participation of
any Signatory would otherwise have exceeded the permissible voting
participation, the excess shall be distributed equally among other
Signatories.
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(d)
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For the purpose of paragraph (b) of this
Article, whenever a Signatory is granted a smaller or greater investment
share under paragraph (h) of Article 6 of the Operating Agreement, the
reduction or increase shall be applied proportionately to all types of
utilization.
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(e)
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The voting participation of each Signatory,
defined in paragraph (a) of this Article, shall be calculated in accordance
with the determination of its investment share under Article 6 of the
Operating Agreement.
Any recalculation of its voting
participation shall take effect from the effective date of redetermination of
its investment share under paragraph (e) of Article 6 of the Operating
Agreement.
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(f)
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A quorum for any meeting of the Board of
Signatories shall consist either of Board Members representing a simple
majority of Signatories having the right to vote, provided that that majority
have at least two-thirds of the total voting participation of all the
Signatories having the right to vote, or by Board Members representing the
total number of Signatories having the right to vote minus three, regardless
of the voting participation the latter represent.
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(g)
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The Board of Signatories shall try to take
decisions unanimously. Otherwise decisions shall be taken as follows:
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(i)
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Subject to the special provisions in
subparagraphs (ii) and (iii) of this paragraph, decisions on matters of
substance shall be taken:
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either by an affirmative vote of Board
Members representing at least four Signatories having at least two-thirds of
the total voting participation of all the Signatories having the right to
vote;
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—
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or by an affirmative vote cast by at least
the total number of Signatories present or represented minus three,
regardless of the voting participation the latter represent;
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(ii)
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decisions on any adjustment of the capital
ceiling which might be required to meet the objectives specified in
paragraphs (a) and (b) of Article III of the Convention shall be taken by an
affirmative vote cast by at least a simple majority of the Signatories
present or represented and having at least two-thirds of the total voting participation;
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(iii)
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decisions on any adjustment of the capital
ceiling which might be required to undertake new programmes involving capital
investments which are required to meet objectives other than those specified
in paragraphs (a) and (b) of Article III of the Convention shall be taken by
an affirmative vote cast by at least two-thirds of the Signatories present or
represented and having at least two-thirds of the total voting participation;
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(iv)
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decisions on procedural matters shall be
taken by an affirmative vote cast by a simple majority of the Board Members
present and voting, each having one vote;
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(v)
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except in the case of decisions to be taken
under subparagraph (iv) of this paragraph, a Board Member to whom
representation has been delegated under paragraph (b) of Article X of the
Convention may vote separately for each Signatory he represents.
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(h)
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The Board of Signatories shall adopt its
rules of procedure, which shall be consistent with the provisions of the
Convention and which, in particular, shall include provisions for:
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(i)
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election of its Chairman and other officers;
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(ii)
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convening of meetings;
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(iii)
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representation and accreditation;
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(iv)
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voting procedures.
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(i)
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The Board of Signatories may create Advisory
Committees to assist it in performing its functions.
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(j)
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The first meeting of the Board of
Signatories shall be convened in accordance with paragraph 1 of Annex A to
the Operating Agreement. The Board of Signatories shall thereafter meet as
necessary but at least three times a year.
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