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ARTICLE 5 COMMITTEES Section 5:T. Standing Committees. The Standing Committees of the Authority Board shall be the Executive Committee and the Audit Committee. ,The Standing. Committees shall be composed of Board members, No committee, except the Executive Committee,, is authorized to aci for the Authority.' Section 5.2 Executive Committee. The Executive Gommittee shall be composed of the Chair, Treasurer arid Secretary. The President shall be invited to. attend all meetings of the Executive Committee and shall be allowed to participate fully in such meetings, but without a.vote. Any Executive Committee member or the President can call a meeting of the committee with three (3) days notice, or with less notice if the°person ceiling .the meeting deems it in the best interest of the Authority. The Chair of the Board of Directors shall serve as Chair of the Executive Committee. In the absence of the Chair at any meeting of the Executive Committee, 4he members.may elect a committee member to serve as Chair of .that meeting. The Executive Committee shall have general supervision of the affairs of the Authority. between meetings of the. Authority Board,, and shall act with the authority of that Board in the management of the, organization,: but shall. have no authority in the following matters: (a) the authorization of distributions; (b) the dissolution or merger of the Authority; or the sale, pledge, or transfer of ail or substantially all of the Authority's assets; (c) the election or removal of Board Members or Officers of the.Authority, or the filling of vacancies on the Authority Board; (d) the hiring or termination of the President of the Authority; (e) fhe adoption, amendment; or repeal,of the Articles ofancorporation or the Bylaws. of the Authority. Section 5.3 Audit Committee. The Authority Board will elect the members and chair of the Audit Committee at each annual meeting to serve until the next annual meeting. The Audit Committee shall consist of at least three current Board members. The Audit Committee will work with `the President and the Chief Financial Officer of the Authority to .assure that the; Authority complies with all financial reporting and regulatory requirements: .The Audit Committee also will coordinate the annual audit required by Section 9.4 of these, bylaws..: Section S:4 .Other Committees. Other committees, comprised of Board members, may be created by the Board by a resolution that sets forth the purpose and duration of the committee. The resolution may name the chair and members of the committee or delegate, that task to the Chair of the Authority Board. :The role of ail such other committees is to advise the Board and Exedutive Committee; the Executive Committee is the only Board ,committee that. is or shall be authbrized to actfor the Authority. Section 5.5 Quorum. A majority of the members of any committee of the Board shall constitute'a quorum for the transaction of business. Section 6.8 Vacancies. The Chair may appoint Authority Board members to fill vacancies on committees. Section 5.7 Action Without Meeting. Action required, or permitted to be taken at a committee meeting may be taken without a meeting if the action is approved by all members of the committee In writing before or after such action is taken. Such written approval must describe the action taken and must be delivered to the Secretary of the Authority for inclusion in the minutes or for filing with the Authority records. The Authority shall accept an email communication from a Board member evidencing his or her action pursuant to this Section. 5 '~" "