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Articles: I
- II - III - IV
- V - VI - VII
- VIII - IX -
X - XI - XII - XIII
- XIV - XV
Bylaws
ARTICLE IV
COMMITTEES
Section 1. Executive Committee and Other Standing Committees.
The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate and appoint an Executive Committee consisting of
five or more directors, of which two must be the Governing Board Co-Chairs.
The Board of Directors, by resolution adopted by a majority of the entire
Board, may also designate and appoint other standing committees consisting
of two or more directors. Any standing committee that the Board designates
at its discretion shall have such authority as the Board shall by resolution
provide; and the Executive Committee shall have all the authority of the
Board, except that no such committee shall have authority as to the following
matters:
(a) The filling of vacancies in the Board or in any committee.
(b) The fixing of compensation of the directors for serving on the Board
or on any committee.
(c) The amendment or repeal of the by-laws, or the adoption of new by-laws.
(d) The amendment or repeal of any resolution of the Board which by its
terms, shall not be so amendable or repealable. Any reference in these
by-laws to the Board of Directors shall include the Executive Committee
unless the context or express provision otherwise indicates.
Section 2. Special Committees.
The Board of Directors may designate special committees, each of which
shall consist of such persons and shall have such authority as is provided
in the resolution designating the committee, except that such authority
shall not exceed the authority conferred on the Executive Committee by
Section 1 of this Article III.
Section 3. Meetings.
Meetings of committees, of which no notice shall be necessary, shall be
held at such time and place as shall be fixed by the President of the
Corporation or the chairman of the committee or by vote of a majority
of all of the members of the committee.
Section 4. Quorum and Manner of Acting.
Unless otherwise provided by resolution of the Board of Directors, a majority
of all of the members of a committee shall constitute a quorum for the
transaction of business and the vote of a majority of all of the members
of the committee shall be the act of the committee.
The procedures and manner of acting of the Executive Committee and of
the committees of the Board shall be subject at all times to the direction
of the Board of Directors.
Section 5. Tenure of Members of Committees of the Board.
Each committee of the Board and every member thereof shall serve at the
pleasure of the Board.
Section 6. Alternate Members.
The Board of Directors may designate one or more directors as alternate
members of the Executive Committee or of any standing committee of the
Board, who may replace any absent member or members at any meeting of
such committee.
Articles: I
- II - III - IV
- V - VI - VII
- VIII - IX -
X - XI - XII - XIII
- XIV - XV
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