The City and County recognize and agree that in order to protect the rights and interests of the subscribers to the cable television franchise, all subscribers must have an opportunity to offer input into the governing of the cable television franchise by and through their respective local governments. Furthermore, the City and the County recognize and agree that there is a disproportionate population between the City and the County, thereby warranting the implementation of a special voting plan designed to protect the interests of the subscribers to the Franchisee and insure that the input of each of the governing units of City and County truly and accurately represent the proportionate share of the subscribers located within the corporate limits of the City and the County. Therefore, City and County hereby agree that the following voting plan shall be implemented by the Authority in order to carry out the purposes and principles hereinabove described:
(a) The voting members of the Authority shall be comprised of the members of the Board of Commissioners of the City and the members of the Fiscal Court of the County. Each voting member shall have one vote; however, votes shall be weighed proportionate to a percentage computed in the following manner:
(b) The City shall maintain sixty (60) percent of the voting control of the Authority and the County shall maintain forty (40) percent of the voting control of the Authority.
(c) The weight given votes cast by the voting members of the Authority shall be computed as follows:
(1) The percentage of voting control maintained by City shall be divided by the number of members on the Board of Commissioners of the City (which is currently five (5) members as prescribed by statute) and the quotient so computed shall be multiplied by each vote cast by the voting members of the Authority representing the City;
(2) The percentage of voting control maintained by County shall be divided by the numbers of members on the Fiscal Court of the County (which is currently seven (7) members as prescribed by statute) and the quotient so computed shall be multiplied by each vote cast by the voting members of the Authority representing the County.
(d) A quorum of the Authority shall be required to conduct any business. Quorum shall be defined as a majority of the members of the Board of Commissioners of the City and a majority of the members of the Fiscal Court of the County. Unless both said bodies are represented by a majority of its members, then no business shall be conducted by the Authority.
(e) Before any motion, resolution or other business can be passed, approved or adopted by the Authority, such motion, resolution or order of business shall receive a majority of votes as weighed and computed pursuant to the provisions of this agreement.
(f) No proxy shall be allowed for any purpose. For purposes of clarification, the following example is given:
The City maintains sixty (60) percent of the voting control and the County maintains forty (40) percent. The weight to be given the City's votes is computed by dividing sixty (60) percent by five (5) which leaves a quotient of 12. Each vote cast by the voting members of the Authority representing the City shall be multiplied by 12. The weight to be given the County's votes is determined by dividing forty (40) percent by 7 leaving a quotient of 5.7. Each vote cast by the members of the Authority representing County shall be multiplied by 5.7. Therefore, if the City's voting members vote 4 yes and 1 no, its total equals 48 yes and 12 no. Should the County's voting members vote 2 yes and 5 no, the County's total vote is 11.4 yes and 39.9 no. The total votes, which constitute the Authority's tally of votes, would be 59.4 yes and 51.9 no.