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Requires a Unanimous Vote of the <br />Board of Directors (No Abstentions) <br />RESOLUTION NO. 2007-40 <br />RESOLUTION RELATING TO PROJECT 1 OF THE PREPAID <br />NATURAL GAS PROGRAM ("PROJECT 111): (I) DETERMINING THAT <br />ALL MATTERS RELATING TO PROJECT 1 SHALL BE DECIDED BY A <br />MAJORITY VOTE OF THE PROJECT VOTES CAST THEREON AND <br />(II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL <br />THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Joint Powers Agreement, dated as of November 1, 1980, among the <br />members of the Southern California Public Power Authority (the "Authority" or "SCPPA") (as <br />amended, the "Joint Powers Agreement") provides in Section 10(g) thereof that upon the <br />unanimous vote of the Board of Directors of the Authority, questions regarding Project Matters <br />(as defined in the Joint Powers Agreement) voted upon by the Board of Directors with respect to <br />a project of the Authority may be decided by a majority of the Project Votes (as defined in the <br />Joint Powers Agreement) cast thereon (instead of 80% of the Project Votes cast thereon); and <br />WHEREAS, a necessary component of the currently envisioned SCPPA Prepaid Natural <br />Gas Program - Project 1, contemplates that the participants in Project 1 (the "Project <br />Participants") enter into Gas Supply Agreements which definitively set forth the rights and <br />obligations of each Project Participant and SCPPA; and <br />WHEREAS, the Gas Supply Agreements between SCPPA and the Project Participants <br />(the "Gas Supply Agreements") for Project I contemplate the formation of a Project <br />Management Committee, to provide for cooperation and interchange of infonnation among the <br />participants and SCPPA and to decide various financial, administrative and technical matters, <br />which may arise from time to time in connection with Project 1; and <br />WHEREAS, under the currently envisioned structure of the Gas Supply Agreements, <br />Appendix C provides that no action can be taken by the Project Management Committee unless <br />at least two representatives having total entitlement shares aggregating at least a majority of the <br />Project votes thereon shall cast their affirmative vote with respect to the Project Management <br />Committee action, and that actions of the Committee shall be decided by the affirmative vote of <br />a majority of the Project Votes (as defined in the Joint Powers Agreement) cast thereon; and <br />WHEREAS, the Board of Directors desires to unanimously approve the above -referenced <br />provision of Appendix C of the Gas Supply Agreements; <br />