FINAL SIGNED AMENDED OPERATING AGREEMENT 021120

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7.7 Rules of Procedure for Mectinszs. All meetings of the Executive Committee shall be conducted in accordance with Robert's Rules of Order, except where such rules are in conflict with the law and this Operating Agreement, whereupon the later two in the order listed shall govern over Robert's Rules of Order. 7.8 No Proxies. At all meetings of the Executive Committee a representative may only vote in person in a session of the meeting open to the public; no proxies or secret voting shall be permitted. Notwithstanding the foregoing, as provided for in Section 5.1 of this Agreement, a delegate appointed by a County Authority may vote in the case of absence of that County Authority's Executive Committee representative. 7.9 No Action by Count Authorities Without a Meeting. No action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting. 7.10 Waiver of Notice. When any notice is required to be given to a County Authority, a waiver thereof in writing sinned: by the County Authority entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. 7.11 Failure. to Observe Formalities. Pursuant to RCW 25.15.061, notwithstanding anything herein to the contrary, this Agreement does not expressly require the County Authorities to hold any meetings and the failure to observe any formalities requiring the calling or conduct of any meeting shall not be considered a factor tending to establish. personal liability of the County Authorities; provided that this provision shall not be construed to permit actions in violation ofRCW Chapter 42.30. ARTICLES CONTRIBUTIONS TO THE ASO AND CAPITAL ACCOUNTS 8.1 Countv Authorities` Initial Capital Contributions. Each County Authority's initial Capital Contribution shall consist of its respective pro rata share of the assets of Greater Columbia Behavioral Health, LLC. All Capital Contributions, if any, shall be made prorata, based on each County Authority's respective Percentage Interest, all of which will be transferred to the ASO. 8.2 Additional Capital Contributions. Each County Authority shall be required to make such additional Capital Contributions as shall be determined by a unanimous vote of the full Executive Committee as necessary to meet the expenses of the ASO. All such Capital Contributions, if any, shall. be made prorata, based on each County Authority's respective Percentage Interest. The Executive Committee shall give written notice to each County Authority of the amount of any required additional Capital Contribution, and each County Authority shall pay to the ASO such additional Capital Contribution no later than sixty (60) days following the FIRST AMENDED ASG OPERATING AGREEMENT Page 17 of 33