2.  STRATEGIC PARTNERSHIP BOARD

2.1.  Membership - The Strategic Partnership Board (the "Strategic Partnership Board") shall consist of a minimum of three and maximum of six members from the Authority (at least one of whom must be an Elected Member) and a minimum of three and a maximum of six members from the Service Provider. One of the members shall be the chair (the "Chair") who shall be appointed in accordance with paragraph 2.11.  Where a majority of the Strategic Partnership Board so determines, additional members being properly qualified to participate in discussions relating to any particular matter may attend meetings but such persons shall not be permanent members of the Strategic Partnership Board and shall not have  voting rights.

2.2.  Each party will have the right to make reasonable objections to the other party's proposed members.

2.3.  Should the Authority and/or the Service Provider agree that the best interests of the Project would be served by the removal of one or more members of the Strategic Partnership Board, they may so direct in writing and the Authority or the Service Provider as the case may be, will put forward to the Authority and Service Provider the name of a substitute member of the Strategic Partnership Board.

2.4.  The relevant person shall, with the consent of the other party, such consent not to be unreasonably withheld or delayed, become a member of the Strategic Partnership Board as from the date of its next meeting.

2.5.  Functions - The functions of the Strategic Partnership Board shall be:

2.5.1.  At their inaugural meeting to agree the Partnering Protocol, which shall be a declaration agreed by the parties of the principles, objectives and priorities of the Strategic Partnership Board;

2.5.2.  To provide the overall vision and direction of the Project;

2.5.3.  To identify areas for potential expansion of the contract, including the introduction of new service elements;

2.5.4.  To ensure that the Project achieves the partnering objectives;

2.5.5.  To ensure that the Project provides additional benefit to the [       ] community, over and above that provided by the Services;

2.5.6.  To identify new business opportunities for the Project.

2.6.  Role - The role of the Strategic Partnership Board is to make recommendations to the Authority and to the Service Provider, which the Authority and the Service Provider may accept or reject at their complete discretion.  Neither the Strategic Partnership Board itself, nor its members acting in that capacity, shall have any authority to vary any of the provisions of this Agreement or to make any decision binding on the parties.  The Authority and the Service Provider shall not rely on any act or omission of the Strategic Partnership Board, or any members of the Strategic Partnership Board acting in that capacity, so as to give rise to any waiver or personal bar in respect of any right, benefit or obligation of the Authority or of the Service Provider under this Agreement.  No discussion, review or recommendation by the Strategic Partnership Board shall relieve the Authority or the Service Provider of any liability or vary any such liability or any right or benefit.

2.7.  Representatives - The Authority and the Service Provider may appoint their representatives on the Strategic Partnership Board and remove those representatives and appoint replacements, by written notice delivered to the other party at any time.  A representative on the Strategic Partnership Board may appoint and remove an alternate (who may be another representative of that party) in the same manner.  If a representative is unavailable (and the other parties' representative may rely on the alternate's statement that the representative is unavailable) his alternate shall have the same rights and powers as the representative.

2.8.  Practices and procedures - Subject to the provisions of this Schedule, the members of the Strategic Partnership Board may adopt such procedures and practices for the conduct of the activities of the Strategic Partnership Board as they consider appropriate, from time to time, provided that the quorum for a meeting of the Strategic Partnership Board shall be four (with at least two members of the Authority and two members of the Service Provider present).

2.9.  Recommendations - Recommendations and other decisions of the Strategic Partnership Board shall have the affirmative vote of all those voting on the matter, which must include not less than one representative of the Authority and not less than one representative of the Service Provider.

2.10.  Voting - Each member of the Strategic Partnership Board shall have one vote.

2.11.  Chair - The Authority shall nominate The Chair of the Strategic Partnership Board.  The Chair shall not have a casting vote.

2.12.  Frequency of meetings - The Strategic Partnership Board shall call their first meeting within six weeks of the Agreement Date.

2.13.  The Strategic Partnership Board shall meet at least [quarterly] and at such shorter periods as agreed by the parties save that in the first 12 months from the Agreement Date the Strategic Partnership Board shall meet every 4-6 weeks.

2.14.  Convening of meetings - Two members of the Strategic Partnership Board, which must include one representative of the Authority and one representative of the Service Provider, together may convene a meeting of the Strategic Partnership Board at any time.

2.15.  Notice of meetings - Not less than 10 Business Days notice (identifying the agenda items to be discussed at the meeting) shall be given to convene a meeting of the Strategic Partnership Board, except that in emergencies, a meeting may be called at any time on such notice as may be reasonable in the circumstances.

2.16.  Attendances at meetings - Meetings of the Strategic Partnership Board should normally involve the attendance (in person or by alternative) of representatives at the meeting.  Where the representatives of the Strategic Partnership Board consider it appropriate (by affirmative vote of all those voting on the matter which must include not less than one representative of the Authority and one representative of the Service Provider) meetings may also be held by telephone or another form of telecommunication by which each participant can hear and speak to all other participants at the same time.

2.17.  Minutes - Minutes of all decisions (including those made by telephone or other telecommunication form) at meetings of the Strategic Partnership Board shall be kept by the Service Provider and copies circulated promptly to the Authority and the Service Provider, normally within 10 Business Days of the making of the decision or the holding of the meeting.  A full set of minutes shall be kept by the Service Provider and shall be open to inspection by the Authority or the Service Provider at any time, upon request.

2.18.  Telephone meetings - A telephone conference call or video conference or a combination of the same, at which all participants are able to speak to and hear each of the other participants and at which for all times at that meeting a quorum of the Strategic Partnership Board is able to so participate, shall be valid as a meeting of the Strategic Partnership Board.