Common use of Committees of the Board of Directors Clause in Contracts

Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Committees of the Board of Directors. 12. The Board of DirectorsDirectors may, by a vote resolution, designate one or more committees, each committee to consist of a majority one or more of the Board of Directors, may from time to time designate committees directors of the Board of DirectorsCorporation, with such lawfully delegable powers and duties as it thereby confers, subject to serve at the pleasure provisions of the Board Certificate of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committeeIncorporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending these Bylaws; and, unless the resolution or amending the By-Laws Certificate of the Corporation. Any Incorporation expressly so provide, no such committee so designated may exercise shall have the power and or authority of the Board of Directors to declare a dividend, dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the capital stock. Such committee or a supplemental committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Board of Directors or the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall so provide. In constitute a quorum for the absence or disqualification transaction of any member business, and the vote of any committee and any alternate member in his or her place, a majority of the member or members of the committee present at any meeting at which there is a quorum shall be the meeting and act of the committee. A quorum, once established, shall not disqualified from voting, whether be broken by the subsequent withdrawal or not he or she or they constitute departure of directors to leave less than a quorum, may by unanimous vote appoint another member of . Unless the Board of Directors or the committee charter provides otherwise and subject to act at the meeting provisions of the Certificate of Incorporation, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the place same manner as the Board of the absent or disqualified memberDirectors conducts its business pursuant to this Article III.

Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the Board of Directors, Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or he, she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. No committee shall have the power or authority in reference to any of the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by General Corporation Law of the State of Delaware to be submitted to stockholders for approval or (b) altering, amending or repealing any Bylaw, or adopting any new Bylaw.

Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the Board of Directorswhole Board, may from time to time designate committees of the Board of DirectorsBoard, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.. Notwithstanding the foregoing, the Board of Directors shall not form an executive committee to act on behalf of the Board of Directors other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either Additional Director is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors. C–1 EXHIBIT D Form of Amended Version of Article IX of the Company Bylaws (SECTION 2.1(d)) Effective immediately, Article IX of the Company Bylaws shall be amended to read in its entirety as follows: The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any resolution providing for adoption, amendment or repeal is presented to the Board); provided, however, that none of (i) Article I, Section 2, (ii) the second sentence of Article II, Section 1, (iii) the second sentence of Article III, Section 1, or (iv) this proviso to the second sentence of this Article IX shall be amended other than by a vote of a majority of the directors then in office (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board) that includes, for so long as either of the Additional Directors is serving on the Board of Directors, the affirmative vote of the Additional Director then serving or, if both Additional Directors are then serving, both Additional Directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation. In addition to any vote of the holders of any class or series of stock of this Corporation required by law or by these Bylaws, the affirmative vote of the holders of at least 662/3 percent of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal Article VIII or IX of these Bylaws. D–1 EXHIBIT E Form of Amendment to Article II, Section 11 of the Company Bylaws (SECTION 2.1(e))

Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board of DirectorsBoard, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s 's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws Bylaws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Committees of the Board of Directors. The Board of DirectorsDirectors may from time to time, by a vote of a resolution passed by majority of the Board of Directors, may from time designate one or more committees, each committee to time designate committees consist of one or more directors of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Corporation. The Board of Directors and shall, for those committees and any others provided for herein, elect a director may designate one or directors to serve as the member or members, designating, if it desires, other more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The resolution of the Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but , except as otherwise provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, dividend or to authorize the issuance of stock stock. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Directors, a majority of any such committee (or to adopt the member thereof, if only one) shall constitute a certificate quorum for the transaction of ownership business, and merger pursuant to Section 253 the vote of a majority of the Delaware General Corporation Law if members of such committee present at a meeting at which a quorum is present shall be the resolution which designates act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any or all members of any such committee may be removed, with or a supplemental without cause, by resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her placeDirectors, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute passed by a quorum, may by unanimous vote appoint another member majority of the Board of Directors to act at the meeting in the place of the absent or disqualified memberDirectors.

Committees of the Board of Directors. The Board of DirectorsDirectors may from time to time, by a vote of a resolution passed by majority of the Board of Directors, may from time designate one or more committees, each committee to time designate committees consist of one or more directors of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Corporation. The Board of Directors and shall, for those committees and any others provided for herein, elect a director may designate one or directors to serve as the member or members, designating, if it desires, other more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The resolution of the Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of or the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but , except as otherwise provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, dividend or to authorize the issuance of stock stock. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Directors, a majority of any such committee (or to adopt the member thereof, if only one) shall constitute a certificate quorum for the transaction of ownership business, and merger pursuant to Section 253 the vote of a majority of the Delaware General Corporation Law if members of such committee present at a meeting at which a quorum is present shall be the resolution which designates act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any and all members of any such committee may be removed, with or a supplemental without cause, by resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her placeDirectors, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute passes by a quorum, may by unanimous vote appoint another member majority of the Board of Directors to act at the meeting in the place of the absent or disqualified memberDirectors.

Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the Board of Directors, Directors may from time to time designate committees time, by resolution passed by majority of the Board Whole Board, designate one or more committees, each committee to consist of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure one or more directors of the Corporation. The Board of Directors and shall, for those committees and any others provided for herein, elect a director may designate one or directors to serve as the member or members, designating, if it desires, other more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The resolution of the Board of Directors may, in addition or alternatively, provide that in the absence or disqualification of a member of a committee, the member of members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but , except as otherwise provided by law. Unless the resolution of the Board of Directors expressly so provides, no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, dividend or to authorize the issuance of stock stock. Any such committee may adopt rules governing the method of calling and time and place of holding its meetings. Unless otherwise provided by the Board of Directors, a majority of any such committee (or to adopt the member thereof, if only one) shall constitute a certificate quorum for the transaction of ownership business, and merger pursuant to Section 253 the vote of a majority of the Delaware General Corporation Law if members of such committee present at a meeting at which a quorum is present shall be the resolution which designates act of such committee. Each such committee shall keep a record of its acts and proceedings and shall report thereon to the Board of Directors whenever requested so to do. Any or all members of any such committee may be removed, with or a supplemental without cause, by resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her placeDirectors, the member or members passed by a majority of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified memberwhole Board.

Committees of the Board of Directors. 12. The Board of DirectorsDirectors may, by a vote of resolution passed by a majority of the Board of Directors, may from time to time designate committees all of the Board directors, designate one or more committees, each committee to consist of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure one or more of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committeeCorporation, subject to the provisions of the Certificate of Incorporation. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to submitting any actions to the stockholders which require stockholder approval (other than the election or removal of directors), amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s 's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending these Bylaws; and, unless the resolution or amending the By-Laws Certificate of the Corporation. Any Incorporation expressly so provide, no such committee so designated may exercise shall have the power and or authority of the Board of Directors to declare a dividend, dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the capital stock. Such committee or a supplemental committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Board of Directors or the applicable committee charter provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall so provide. In constitute a quorum for the absence or disqualification transaction of any member business, and the vote of any committee and any alternate member in his or her place, a majority of the member or members of the committee present at any meeting at which there is a quorum shall be the meeting and act of the committee. A quorum, once established, shall not disqualified from voting, whether be broken by the subsequent withdrawal or not he or she or they constitute departure of directors to leave less than a quorum, may by unanimous vote appoint another member . Each committee shall keep regular minutes of its meetings. Unless the Board of Directors or the committee charter provides otherwise and subject to act at the meeting provisions of the Certificate of Incorporation, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the place same manner as the Board of the absent or disqualified memberDirectors conducts its business pursuant to this Article III.

Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the Board of Directors, Directors may from time to time designate committees of the Board of DirectorsBoard, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of DirectorsDirectors and subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no . Each such committee shall have keep minutes and make such reports as the power or authority Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by such rules, its business shall be conducted as nearly as possible in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the same manner as is provided in these By-Laws laws for the Board of the CorporationDirectors. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.