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1. The representatives of the members in the governing board shall make every effort to adopt decisions by consensus. Failing consensus a vote shall be held. A decision shall be deemed adopted by a majority of at least 75 % of the votes including the votes of representatives who are absent, but excluding abstentions. Adoption of decisions by the governing board may also be subject to any relevant specific rules set out in Part Two.

2. The presence of the Commission, of at least 50 % of the private members and, if applicable, of at least 50 % of participating states’ delegates is required to enable the governing board to vote.

3. The Union shall hold 50 % of the voting rights, unless specified otherwise in Part Two. The voting rights of the Union shall be indivisible. The voting rights of the members other than the Union shall be subject to the specific rules set out in Part Two. Unless specified otherwise in Part Two, each of the representatives of the members other than the Union shall hold an equal number of votes.

4. The chairperson of the governing board shall be appointed on a rotating annual basis by the Union and by the other representatives, in turn, unless otherwise provided in Part Two.

5. The governing board shall hold ordinary meetings at least twice a year. Extraordinary meetings may be convened at the request of the chairperson, the executive director, the Commission or a majority of the representatives of the members other than the Union or of the participating states. The meetings of the governing board shall be convened by the chairperson and shall take place at the seat of the joint undertaking concerned, unless decided otherwise by the governing board in duly justified cases. The agenda of meetings and decisions shall be made publicly available in a timely manner on the website of the respective joint undertaking.

6. The executive director shall attend the meetings and shall have the right to take part in the deliberations but shall have no voting rights.

7. The chairperson and vice-chairperson of the states’ representatives group shall have observer status in the governing board meetings. The chairpersons of the other bodies of the joint undertaking concerned shall have the right to attend meetings of the governing board as observers whenever issues falling within the scope of their tasks are discussed. Observers may take part in deliberations but shall have no voting rights.

8. Other persons, in particular representatives of other European partnerships, executive or regulatory agencies, regional authorities within the Union and European technology platforms may also be invited to attend by the chairperson as observers on a case-by-case basis subject to the rules on confidentiality and conflict of interest.

9. The representatives of the members shall not be personally liable for actions they have taken in their capacity as representatives on the governing board except in cases of gross negligence or wilful misconduct.

10. The governing board shall adopt its own rules of procedure.

11. The representatives of the members and observers shall be bound by the provisions of a code of conduct which shall establish their obligations to safeguard the integrity and reputation of the joint undertaking concerned and of the Union.