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4.4.20 Establish committees and advisory groups to perform activities related to the ORCA <br /> System or to provide reports or recommendations to the Joint Board related to the ORCA <br /> System. <br /> 4.4.21 Approve and amend the charter for the ORCA Steering Committee (OSC) outlining the <br /> structure, roles, responsibilities and authorities associated with OSC activities during <br /> design and implementation of the ORCA System and future ORCA capital projects. <br /> 4.4.22 Approve and amend the charter for the ORCA Security Committee (OSEC) outlining the <br /> structure, roles, responsibilities and authorities associated with OSEC oversight of <br /> information security and risk management activities for the ORCA System. <br /> 4.4.23 Approve, by unanimous vote, the addition of other decisions and actions to those <br /> specified below in Subsection 4.5 that require only a simple majority vote of the Agency <br /> representatives present and voting on the matter at a meeting in which a quorum is <br /> present. <br /> 4.4.24 Delegate the Joint Board's authority under this Agreement subject to such limitations and <br /> conditions as the Joint Board may establish. <br /> 4.5 Decision-Makinq/Votinq Process. The Joint Board shall attempt to reach consensus agreement <br /> on the decision before it. The Joint Board shall make decisions and take action by voting with each <br /> Agency having one vote. Except as provided below, decisions and actions by the Joint Board shall <br /> require a unanimous vote of the Agency representatives present and voting on the matter at a meeting <br /> in which a quorum is present. The following decisions shall require only a simple majority vote of the <br /> Agency representatives present and voting on the matter at a meeting in which a quorum is present: <br /> 4.5.1 Termination/replacement of the ORCA Director, in accordance with Section 5.0. <br /> 4.5.2 Termination/replacement of one of the Regional Service Providers. <br /> 4.5.3 Approval of change orders, provided the amount approved does not exceed the adopted <br /> Budget. <br /> 4.5.4 Determination of the amount of damages and additional costs to be paid by a withdrawing <br /> Agency or an Agency removed from this Agreement. <br /> 4.5.5 Approval of agency-specific purchases of goods and services in accordance with this <br /> Agreement. <br /> 4.6 Record of Decisions. Except as provided in this Agreement, all decisions made by the Joint Board <br /> under this Agreement shall be final and binding on the Agencies. Decisions and actions by the Joint <br /> Board shall be memorialized in writing and signed by the chair or acting chair of the Joint Board. A copy <br /> of each decision and action shall be distributed to each Joint Board representative and alternate <br /> representative within five (5) days of the decision or action. <br /> 4.7 Emergency Procedures. Consistent with applicable Washington State law, the Joint Board may <br /> adopt procedures for providing direction and decision-making in the event of emergencies that have or <br /> may have direct, significant and material negative effects on the operation and maintenance of ORCA <br /> and consideration of such emergencies by the Joint Board could not occur in a timely manner, all as <br /> determined by the Chair or Vice Chair of the Joint Board. Such procedures may allow expedited <br /> 9 <br />