i) The only path to two representatives from the same group of Related Companies that will be acceptable will be for one Sponsor to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TAC Representative on the Governing Board. d) Conduct of Meetings i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and OWF staff. ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one per Sponsor per Governing Board and per Committee) to attend as an alternate. iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guests may not participate in any vote on any matter before the Governing Board). e) Officers i) The officers (“Officers”) of the OWF as of the first meeting of the Governing Board will be a Chairperson (“Chair”) and a Treasurer. Additional Officer positions may be created by the Governing Board. ii) The Chair will preside over meetings of the Governing Board, manage any day- to-day operational decisions, and will submit minutes for Governing Board approval. iii) The Treasurer will assist in the preparation of budgets for Governing Board approval, monitor expenses against the budget and authorize expenditures approved in the budget. f) The Governing Board will be responsible for overall oversight of the OWF, including: i) approve a budget directing the use of funds raised by the OWF from all sources of sponsorship or other revenue, including to pay for the hiring of OWF leadership and staff; ii) vet and select a qualified leadership team to run the day-to-day management activities of the organization and evaluate the performance of the team; iii) provide feedback and input to the OWF leadership team responsible for planning and managing the day-to-day operation of the OWF; iv) maintain, if desired, a guiding principles document; 7