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ARTICLE V <br />COMMITTEES <br /> <br /> Section !. Committees. The Chairman may appoint, with <br />approval of the Board of Directors, members of such committees as <br />may be established by the Board to assist it in accomplishing the <br />objectives and purposes of the Corporation. Committee Chazrman <br />shall in all cases be a member of the Board of Directors with other <br />committee members appointed by the Committee Chairman subject to <br />approval of the Board. Committees shall have no authority to act <br />on behalf of the Board of Directors. <br /> <br /> Section 2. Authority and Reoortinq. Each committee shall <br />have and exercise the powers and authority of the Board of <br />Directors specifically g~anted to it in the resolution creating it <br />or in these Bylaws. Each committee must keep minutes of its <br />proceedings and report its action to the Board of Directors. <br />Actions of a committee are effective when taken or at such later <br />date as the committee specifies, but, unless otherwise provided <br />herein or in the Resolution granting a committee powers, are <br />subject to the Board of Directors' ratification. <br /> <br /> Section 3. Membership. Each member of a committee shall hold <br />office until such member's successor is appointed, or he or she <br />resigns, or is removed from the committee. The Chairman of the <br />Board of Directors shall serve as an ex officio member of all <br />committees. <br /> <br /> Section 4. Additional Advisors. The chairman of any <br />committee may invite additional individuals with expertise in a <br />particular area to meet with and assist the committee. Such <br />advisors shall not vote or be counted in determining the existence <br />of a quorum and may be excluded from any executive session of the <br />committee. <br /> <br /> Section 5. Resiqnation and/or Removal. Any member of a <br />committee may resign at any time by giving written notice to the <br />committee chairman. Such'resignation will be effective upon receipt <br />or at any later date specified in the written notice. Any member of <br />a committee may be removed at any time by a resolution adopted by <br />a vote of the Board of Directors. <br /> <br /> Section 6. Vacancies. A vacancy on any committee or an <br />increase in the membership of any committee may be filled by the <br />Chairman of the Board of Directors, with the approval of the Board. <br /> <br />Section 7. Meetinqs and Notices. <br /> <br /> (a) Meetings of a committee may be called at any time by <br />the committee chairman, the Chairman of the Board of Directors, or <br />any one of the committee's voting members. Each committee shall <br />meet as often as necessary to perform its duties. Oral or written <br /> <br /> <br />