ARTICLE 3.
MANAGEMENT
Section 3.1 Approvals of Partners.
3.1.1 Managing Partner. The overall management and control of the business and affairs of the Joint Venture shall be vested in the Partners, collectively. Except where herein
expressly provided to the contrary, all decisions with respect to the management and control of the Joint Venture shall require the prior consent and agreement of the Partners. One of the Partners (hereinafter referred to as the "Managing Partner") shall be responsible for the implementation of the decisions of the Partners and for conducting the ordinary and usual business and affairs of the Joint Venture as more fully set forth in Sections 3.2 and ~ hereof and as limited by this Agreement.
3.1.2 Major Decisions. No act shall be taken, sum expended, or obligation incurred by the Joint Venture or any of the Partners with respect to a matter within the scope of any of the major decisions (the "Major Decisions") affecting the Joint Venture, as defined below, unless such Major Decisions are first approved by all of the Partners in writing. The Major Decisions shall be the following: