GVHR » Topics » ARTICLE IV. COMMITTEES

This excerpt taken from the GVHR 8-K filed Feb 22, 2005.

ARTICLE IV. COMMITTEES

        4.1     Designation. The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees, including without limitation an Executive Committee, Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee.

        4.2     Number; Qualification; Term; Chairperson. Each committee shall consist of two (2) or more directors appointed by resolution adopted by a majority of the entire Board of Directors. The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire Board of Directors. Each committee member shall serve as such until the earliest of (i) the expiration of his or her term as director, (ii) his or her resignation as a committee member or as a director, or (iii) his or her removal as a committee member or as a director. The Board of Directors may designate one (1) person who is a member of each committee to serve as its chairperson.

        4.3     Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board of Directors in the management of the business and the property of the Corporation except to the extent expressly restricted by such resolution or by law, the Articles of Incorporation, or these Bylaws.

        4.4     Committee Changes. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

        4.5     Alternate Members of Committees. The Board of Directors may designate one or more directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. If no alternate committee members have been so appointed to a committee or each such alternate committee member is absent or disqualified, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

        4.6     Regular Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

        4.7     Special Meeting. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice in writing, orally or by electronic transmission, of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two (2) days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

        4.8     Quorum; Majority Vote. At meetings of any committee, a majority of the number of members of the committee shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

        4.9     Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board of Directors upon the request of the Board of Directors. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation.

        4.10     Compensation. Committee members may be compensated for service on any committee in an amount approved by the Board of Directors.

        4.11     Responsibility. The designation of any committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any director of any responsibility imposed upon it or such director by law.

        4.12     Executive Committee. The Board of Directors may, by resolution, designate three (3) or more of its members to constitute an Executive Committee. The Executive Committee shall have the power to exercise all of the powers of the Board of Directors when such action is required to be taken between regular meetings of the Board of Directors and time is of the essence, as a result of which it is not practicable to convene a special meeting of the Board of Directors. Notwithstanding the foregoing, the Executive Committee may not exercise any power of the Board of Directors if applicable law, the Articles of Incorporation or these Bylaws, or any of the provisions of the Executive Committee charter prohibit the exercise of such power. The Executive Committee shall have such additional authority, not inconsistent with the foregoing, as shall be delegated by the Board of Directors, as evidenced by the Executive Committee charter approved by the Board of Directors or by resolution of the Board of Directors.

        4.13     Other Committees. Each of the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, the Investment Committee, and any other committee as established by the Board of Directors, shall have such authority as shall be delegated by the Board of Directors, as evidenced by a committee charter approved by the Board of Directors or by resolution of the Board of Directors.

        4.14     Qualifications. The members of each committee shall meet such qualifications as are required by law or by the rules and regulations of the Nasdaq Stock Market, Inc. or any other principal national securities exchange on which the Corporation’s common stock is listed.

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