Article 8: Committees

8.1 – COMMITTEES

8.1.1

The Board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees of the Board that exercise some authority of the Board, each consisting of one or more directors, to serve at the pleasure of the Board and have such authority as is delegated by the Board. Persons who are not directors may not serve on such committees.

8.1.2

In addition to such other committees the Board may establish, the Board may, by a vote of a majority of the directors, designate two or more of its members to constitute an Executive Committee, at least one of who is to be the Chairman, who shall serve as the Executive Committee’s chair. The Executive Committee shall exercise the authority of the Board when the Board is not in session subject to the restrictions set forth by law and in section 8.1.5.

8.1.3

By a majority vote of the directors then in office, the Board may at any time revoke or modify any or all of the authority delegated to any committee of the Board, increase or decrease (but not fewer two) the number of members of any committee of the Board, and fill vacancies in any committees of the Board from the members of the Board.

8.1.4

All committees of the Board shall keep regular minutes of their proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

8.1.5

The following powers are reserved to the Board of Directors as a whole and may not be delegated to any committees thereof:

8.1.5.1 - Authorizing distributions;
8.1.5.2 - In the case of a membership corporation, approving or proposing to members action that this chapter requires be approved by members;
8.1.5.3 - Filling vacancies on the Board of Directors or on any of its committees; or
8.1.5.4 - Adopting, amending, or repealing bylaws.

8.2 - MEETINGS AND ACTIONS OF COMMITTEES

Meetings and actions of all committees shall be governed by, noticed, held and taken in accordance with the provisions of Article 6, substituting the word “committee” for “Board,” and “committee member” for “director,” as context requires. Notwithstanding, the time for regular meetings of committees may be fixed by resolution of the Board or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

8.3 - ADVISORY COMMITTEES

The Corporation shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only and shall be clearly titled as “advisory” committees.