Common use of EXECUTIVE COMMITTEES Clause in Contracts

EXECUTIVE COMMITTEES. (a) The Board of Directors may create -------------------- one or more committees to serve at its pleasure by resolution adopted by a majority of the number of Directors then in office when a quorum is present. Each committee shall consist of two or more Directors, appointed by a majority vote of the Directors then in office. The Board of Directors may appoint one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of such committee. Each member (and alternate member) of any such committee shall hold office until a successor has been designated and qualified or until such member (or alternate member) ceases to be a Director. (b) Any executive committee may, among other things, to the extent permitted by applicable law and provided in any resolution of the Board of Directors, approve Securitization Agreements and other agreements and financings and transactions by the Corporation and establish eligibility criteria and admit Members. Also, any executive committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors, except with respect to the following actions: (1) The approval of any action for which the approval of the Members or a majority of all Members is required by law; (2) The filling of vacancies on the Board of Directors or in any committee that has the authority of the Board of Directors; (3) The fixing of compensation of the Directors for serving on the Board of Directors or on any committee; (4) The amendment or repeal of By-Laws or the adoption of new By-Laws; (5) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not amendable or repealable; (6) The appointment of committees of the Board of Directors or their members; and (7) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected. (c) Any committee created by the Board of Directors may meet at such place, at such date and upon such notice, if any, as such committee shall determine from time to time. Such committee shall keep a record of its proceedings and shall report any such proceedings to the Board of Directors at the first meeting of the Board following any such proceedings. (d) Except as may be otherwise provided in the resolution designating any such committee, at all meetings of any such committee the presence of such members (or alternate members) of such committee constituting a majority of the total authorized membership of such committee, but in no event less than two, shall constitute a quorum for the transaction of business. The act of the majority of the members (or alternate members) of such committee present at any meeting at which a quorum is present, but in no event less than two, shall be the act of such committee. Any action required or permitted to be taken at any meeting of any such committee may be taken without a meeting, if all members of such committee (and such alternates as may be required to replace any disqualified members of such committee) shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of such committee. The members (or alternate members) of any such committee shall act only as a committee, and the individual members (or alternate members) of such committee shall have no power as such. (e) Any member (and any alternate member) of any committee may resign at any time by delivering a written notice of resignation signed by such member (or alternate member) to the Board of Directors. Such resignation shall take effect upon acceptance thereof by resolution adopted by a majority of the whole Board of Directors. (f) Any member (and any alternate member) of any committee may be removed at any time, with or without cause, by resolution adopted by a majority of the whole Board of Directors. (g) If any vacancy shall occur in any such committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) of such committee shall continue to act, if they are at least two in number, and any such vacancy may be filled by resolution adopted by a majority of the whole Board of Directors.

EXECUTIVE COMMITTEES. (a) A. The Board of Directors may create -------------------- one or more committees to serve at its pleasure may, by resolution adopted by a the majority of the number of Directors then in office when a quorum is present. Each committee shall consist Whole Board, appoint one or more committees, each consisting of two or more Directorsdirectors, appointed by a majority vote and delegate to such committees any of the Directors then in office. The Board of Directors may appoint one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of such committee. Each member (and alternate member) of any such committee shall hold office until a successor has been designated and qualified or until such member (or alternate member) ceases to be a Director. (b) Any executive committee may, among other things, to the extent permitted by applicable law and provided in any resolution of the Board of Directors, approve Securitization Agreements and other agreements and financings and transactions by the Corporation and establish eligibility criteria and admit Members. Also, any executive committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors, Directors except with respect to the following actionsto: (1) . The approval of any action for which the California General Corporation Law requires approval of the Members shareholders or a majority of all Members is required by lawthe outstanding shares; (2) . The filling of vacancies on the Board of Directors or in on any committee that has the authority of the Board of Directorscommittee; (3) . The fixing of compensation of the Directors directors for serving on the Board of Directors or on any committee; (4) . The amendment or repeal of By-Laws bylaws or the adoption of new By-Lawsbylaws; (5) . The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; (6) . A distribution to the shareholders of the Corporation except at a rate or in a periodic amount or within a price range determined by the Board of Directors; 7. The appointment of other committees of the Board of Directors or their members; and (7) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be electedthe members thereof. (c) Any committee created by the B. The Board of Directors may meet at such place, at such date and upon such notice, if any, as such committee shall determine from time have the power to time. Such committee shall keep a record of its prescribe the manner in which proceedings and shall report any such proceedings to the Board of Directors at the first meeting of the Board following any such proceedings. (d) Except as may be otherwise provided in the resolution designating any such committee, at all meetings of any such committee the presence of such members (or alternate members) of such committee constituting a majority of the total authorized membership of such committee, but in no event less than two, shall constitute a quorum for the transaction of business. The act of the majority of the members (or alternate members) of such committee present at any meeting at which a quorum is present, but in no event less than two, shall be the act of such committee. Any action required or permitted to be taken at any meeting of any such committee may be taken without a meeting, if all members of such committee (and such alternates as may be required to replace any disqualified members of such committee) shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of such committee. The members (or alternate members) of any such committee shall act only as a committeebe conducted. In the absence of any such prescription, and the individual members (or alternate members) of such committee shall have no the power as such. (e) Any member (to prescribe the manner in which its proceedings shall be conducted. Unless the Board of Directors or such committee shall otherwise provide, the regular and any alternate member) special meetings and other action of any such committee may resign at any time shall be governed by delivering a written notice the provisions of resignation signed by such member (or alternate member) this Article applicable to meetings and action of the Board of Directors. Such resignation Minutes shall take effect upon acceptance thereof by resolution adopted by a majority be kept of the whole Board each meeting of Directorseach committee. (f) Any member (and any alternate member) of any committee may be removed at any time, with or without cause, by resolution adopted by a majority of the whole Board of Directors. (g) If any vacancy shall occur in any such committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) of such committee shall continue to act, if they are at least two in number, and any such vacancy may be filled by resolution adopted by a majority of the whole Board of Directors.