Article 10. – Other Committees

 

Section 10.1. Committees Other Than that of the Board of Directors.


In addition to committees composed of members of the Board of Directors mentioned elsewhere in these Bylaws there shall be such other committees, composed of Members who are principally not Directors, as may be authorized and designated by the Board of Directors in regular or special meetings.


Section 10.2. Regular Committees.
The Board of Directors may establish such regular committees to assist it in the performance of its duties as it considers appropriate.


Section 10.3. Officers.
The Chairperson of the Board may designate from among the members of each regular committee a Chairperson and Vice Chairperson of such committee, and such other officers as the Chairperson of the Board may determine, with the concurrence of the Board of Directors, and the members of such committees shall be chosen as directed by the resolutions authorizing such committees. Each such committee may, subject to control by the Board of Directors and to applicable administrative policy, determine its own rules and regulations for the calling and holding of meetings or other action by it


Section 10.4. Vacancies.
Vacancies in the membership of any committee shall be filled by appointment of the Board of Directors. . Vacancies in the chair of such committees shall be filled by appointment by the Chairperson of the Board with the concurrence of the Board of Directors.


Section 10.5. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.


Section 10.6. Rules.
Each such committee may, subject to control by the Board of Directors and to applicable administrative policy, adopt its own rules and regulations for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors for the calling and holding of meetings or other action by it.


Section 10.7. Powers.
Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.


Section 10.8. Advisory Committees.
The Board of Directors may establish Advisory Board(s) and such other advisory committees as it considers appropriate. The purpose of all such committees shall be to advise the Board of Directors on such matters relating to the Corporation as the Board of Directors designates 

 

Section 10.9. Powers.
Each advisory committee shall have the power to advise the Board of Directors and such other powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.


Section 10.10. Number, Election, and Term of Office.
The number of members of each regular or advisory committee shall be as determined by the Board of Directors. Members of each advisory committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.


Section 10.11. Powers.
Each advisory committee shall have the power to advise the Board of Directors and such other powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.


Section 10.12. Procedure.
All committees established under this Article shall keep regular minutes of their proceedings, and the chairperson of each such committee shall report any actions taken to the Board of Directors at the next meeting thereof held after the committee meeting. The minutes of such committee meetings shall be distributed to all members of the Board of Directors and filed with the Secretary.


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