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Committees
Section
1. Committees of Directors. The
Board of Directors may designate and appoint one or more committees,
each of which shall consist of at least two (2) Directors. Such
committees shall have and exercise the authority of the Board of
Directors in the management of the Corporation to the extent
provided in these by‑laws. No such committee shall have the
authority of the Board of Directors in reference to amending,
altering or repealing the by‑laws; electing, appointing or
removing any member of any such committee or any Director or Officer
of the Corporation; amending the Articles of Incorporation,
restating the Articles of Incorporation; adopting a plan of merger
or consolidation with another corporation; authorizing the sale,
lease, exchange or mortgage of all or substantially all of the
property and assets of the Corporation; authorizing the voluntary
dissolution of the Corporation or revoking such proceedings;
adopting a plan for the distribution of assets of the Corporation;
or amending, altering or repealing any resolution of the Board of
Directors which by its terms provides that it shall not be amended,
altered or repealed by such committee. The designation and
appointment of any such committee and the delegation of authority
shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed upon it or him or
her by law.
Section
2. Other Committees. Other
committees not having and exercising the authority of the Board of
Directors in the management of the Corporation may be appointed in
such manner as may be designated by a resolution adopted by the
Board of Directors. Except as otherwise provided in such resolution,
members of each such committee shall be members of the Corporation,
and the President of the Corporation shall appoint the members
thereof. Any member may be removed by the person or persons
authorized to appoint such member whenever in their judgment the
best interests of the Corporation shall be served by the
removal.
Section
3. Term of Office. Each member of
a committee shall continue as such until the next semi‑annual
meeting of the membership of the Corporation and until his or her
successor is appointed, unless the committee shall be sooner
terminated, or unless such member be removed from such committee, or
unless such member cease to qualify as a member of the committee or
of the Corporation.
Section
4. Chairperson. One
member of each committee shall be appointed Chairperson by the
person or persons authorized to appoint the members of the
committee.
Section
5. Vacancies.
Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the
original appointments.
Section
6. Quorum. Unless
otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present
at a meeting at which a quorum is present shall be the act of the
committee.
Section
7. Rules. Each committee may
adopt rules for its own government not inconsistent with these
by-laws or with rules adopted by the Board of Directors or the law.
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