b Fill vacancies on or remove the members of the Board of Directors or any

B fill vacancies on or remove the members of the

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b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board. c) Fix compensation of the directors serving on the Board or on any committee. d) Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws. e) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable. f) Appoint any other committees of the Board of Directors or their members. g) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the Corporation/Organization otherwise than in the usual and regular course of its business; or revoke any such plan. h) Approve any self-dealing transaction, except as provided pursuant to law. Unless otherwise authorized by the Board of Directors, no committee shall compel the Corporation/Organization in a contract or agreement or expend Corporation/Organization funds. Meetings and Actions of Committees Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 5 - Board of Directors of these bylaws concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Corporation/Organization records. The Board of Directors may adopt rules not consistent with the provisions of these bylaws for the governance of any committee. If a director relies on information prepared by a committee of the Board on which the director does not serve, the committee must be composed exclusively of any or any combination of (a) directors, (b) directors or employees of the Corporation/Organization whom the director believes to be reliable and competent in the matters presented, or (c) counsel, independent accountants, or
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other persons as to matters which the director believes to be within that person's professional or expert competence. Executive Committee Pursuant to Article 7 - Committee of Directors, the Board may appoint an Executive Committee composed of a minimum of 3 directors, one of whom shall be the Chair of the Board of the Board and another shall be either the Vice Chair of the Board, the Secretary, or the Treasurer, to serve on the Executive Committee of the Board. The Executive Committee, unless limited in a
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  • Summer '14
  • jennifercabaniss
  • Chairman, Conflict of interest

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