Committees of the Board; Subsidiary Governing Bodies Clause Samples

Committees of the Board; Subsidiary Governing Bodies. (i) The Board may establish one or more committees. Any such committee, to the extent provided in the establishing resolutions therefor or charter thereof, will have, and may exercise, any or all of the authority of the Board. Each such committee shall be composed of two or more Board Members; provided, that, (A) subject to Section 6.6(c) no quorum shall exist for any meeting of a committee of the Board unless at least one LGP Manager and one Callaway Manager is present in person; and (B) that the requirement for the presence of one LGP Manager and one Callaway Manager for a quorum under clause (i) shall not apply to any Independent Committee. At every meeting of any such committee, the presence in person of a majority of all the Board Members then serving on such committee (a “Committee Member”) will constitute a quorum; provided, that, subject to Section 6.6(c) and other than Independent Committees, no quorum shall exist unless at least one Callaway Manager is present in person. The act of a majority of the Committee Members present in person at any such meeting of the committee at which a quorum is present will be the act of such committee. Each Committee Member shall be entitled to one vote on any action taken by such committee; provided, that, notwithstanding anything to the contrary set forth herein, (I) the LGP Managers shall be entitled to cast a number of votes on all matters presented to any committee equal to a majority of the aggregate votes capable of being cast by all Board Members that are then serving as members on such committee and (II) any LGP Manager present at a committee meeting shall have the right to cast the votes of any other LGP Manager who is absent or unavailable at any such meeting (with such votes allocated equally to such present LGP Managers, including in fractions, if necessary). The Board may dissolve any committee at any time. (ii) To the extent that an LGP Manager has a seat on any board of directors, board of managers or equivalent governing body of any Group Company other than the Company, Callaway will be entitled to designate one or more members to such governing body in the same proportions as Callaway may designate members to the Board.