Section 1: Other Committees. The Board of Directors may establish such other and further committees, either standing or of limited duration, as it shall deem advisable from time to time, with such composition as it shall deem advisable from time to time.
Section 2: General Provisions Applicable to All Committees. Any committee member may be replaced from time to time by the Board of Directors, provided that any successor shall have any prescribed qualifications of the person so replaced.
Section 3: Standing Committees. All standing committees, which shall include all committees required by these Bylaws, shall be deemed continuing committees, and all procedures and other matters duly established shall be deemed continuous until amended, repealed or modified in accordance with the provisions of these Bylaws or in the case of additional committees as provided by or pursuant to resolution of the Board of Directors.
Section 4: Continuation of Present Committees; Membership. All committees in existence as of the date of adoption of these Bylaws shall continue in existence under such procedures and rules as are presently established until any such committee is dissolved by the Board of Directors pursuant to and consistent with these Bylaws or such procedures and rules are amended or modified by or pursuant to resolution of the Board of Directors. Incumbent members of committee existing as of the effective date of these Bylaws shall continue in the same manner as if these Bylaws had been in force upon their appointment.
Section 5: Ex Officio Members and Voting Members. Any ex officio member of any committee required by these Bylaws shall be a nonvoting member unless otherwise provided. Any ex officio member of any other committee shall be a nonvoting member unless the Board of Directors otherwise provides. Nonvoting ex officio members shall not be counted for purposes of determining either a quorum or the number of votes required.
Section 6: Meetings of Committees. Meetings of committees which meetings are not otherwise specified in these Bylaws, or not provided for as regular meetings pursuant to these Bylaws or pursuant to rules of procedure adopted by the Board of Directors, shall be called by the Chairman of the Committee, or upon written request of two-thirds of the voting committee members.
Section 7: Committee Quorums and Votes. Except as otherwise specified in these Bylaws, or in action of the Board of Directors establishing a committee not established by these Bylaws, a quorum shall constitute a majority of the members of the committee having a vote and action shall be by a majority of a quorum. A quorum shall be determined based on the number of voting members after deduction of then vacancies, and such number shall also be determinative in computing the number of votes required where these Bylaws require a committee vote of more than a quorum. |