Common use of The Committees Clause in Contracts

The Committees. The board of directors may, pursuant to these By-Laws or by resolution approved by the majority of the board of directors, designate one or more committees, which, to the extent provided in these By-Laws or by resolution, to the fullest extent permitted by law, shall have and may exercise the powers 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. These committees shall include, but are not limited to, an Audit Committee, a Nominating Committee, a Compensation Committee and such other committees as determined by the board of directors (collectively, the “Committees”). (a) Each Committee must consist of two (2) or more of the directors of the Corporation, one (1) of which must be a member of the Independent Nominating Subcommittee. (b) The board of directors, by resolution approved by a majority of the entire board, shall designate members for each Committee in compliance with specific membership requirements set forth herein and in any resolutions establishing such Committees. (c) The Committees shall have such names as set forth herein or as may be determined from time to time by resolution approved by a majority of the board of directors. (d) Each Committee shall keep regular minutes of its meetings and report the same to the board of directors when required. (e) All of the members of a Committee or Subcommittee shall constitute a quorum for the transaction of business at any meeting of such Committee or Subcommittee. The Act of the majority of the members of a Committee or Subcommittee at a meeting at which a quorum is present shall be the act of such Committee or Subcommittee, unless otherwise set forth herein or in the charter to such Committee or Subcomittee.

The Committees. The board Board of directors Directors may, pursuant to these By-Laws or by resolution approved by the majority of the board Board of directorsDirectors, designate one or more committees, which, to the extent provided in these By-Laws or by resolution, to the fullest extent permitted by law, shall have and may exercise the powers of the board Board of directors 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. These committees shall include, but are not limited to, an Independent Nominating Committee, an Audit Committee, a Nominating and Governance Committee, a Compensation Committee and such other committees as determined by the board Board of directors Directors (collectively, the “Committees”). (a) Each Committee must consist of two (2) or more of the directors Directors of the Corporation, one (1) of which must be a member of the Independent Nominating SubcommitteeCommittee. (b) The board Board of directorsDirectors, by resolution approved by a majority of the entire boardBoard of Directors, shall designate members for each Committee in compliance with specific membership requirements set forth herein and in any resolutions establishing such Committees. (c) The Committees shall have such names as set forth herein or as may be determined from time to time by resolution approved by a majority of the board Board of directorsDirectors. (d) Each Committee shall keep regular minutes of its meetings and report the same to the board Board of directors Directors when required. (e) All of the members of a Committee or Subcommittee shall constitute a quorum for the transaction of business at any meeting of such Committee or SubcommitteeCommittee. The Act of the majority of the members of a Committee or Subcommittee at a meeting at which a quorum is present shall be the act of such Committee or SubcommitteeCommittee, unless otherwise set forth herein or in the charter to such Committee or SubcomitteeCommittee.