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This excerpt taken from the IM 8-K filed Sep 17, 2009. Special
Meetings. Special meetings of the Board of Directors may be
called by the chief executive officer and shall be called by the secretary on
the written request of three directors. Notice of special meetings of the Board
of Directors shall be given to each director at least three days before the date
of the meeting in such manner as is determined by the Board of
Directors.
Section
8. Committees.
(a) The
Board of Directors shall have at least four committees with the designations,
qualifications, powers and composition set forth in this Section 8 of Article
III, which four committees shall be: (i) an Executive Committee, (ii) a
Governance Committee, (iii) a Human Resources Committee, and (iv) an Audit
Committee. Unless the certificates of incorporation or these Bylaws
require a greater number, a majority of the members of the respective committee
shall constitute a quorum for the transaction of business, and the affirmative
vote of a majority of the entire number of directors that constitute any such
committee shall be the act of the respective committee. The
composition of each committee shall comply with all applicable requirements of
the Securities and Exchange Commission and any securities exchange or
inter-dealer quotation system on which shares of the Corporation’s common stock
are listed or quoted.
(b) The
Executive Committee shall consist of three or more directors. During
the period of time between each regularly scheduled meeting of the Board of
Directors, management decisions requiring the immediate attention of the Board
of Directors may be made with the approval of a majority of the members of the
Executive Committee; provided, however, that the
Executive Committee shall not have the authority to approve any of the following
items, all of which require the approval of the Board of Directors: (i) any
action that would require approval of a majority of the outstanding voting power
held by the stockholders entitled to vote thereon at any annual or special
meeting under applicable law or
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under the
certificate of incorporation or Bylaws of the Corporation (provided, however, that
subject to applicable law, the Board of Directors shall be entitled to delegate
to the Executive Committee the authority to negotiate and finalize actions, the
general terms of which have been approved by the Board of Directors); (ii) any
acquisition with a total aggregate consideration in excess of 2% of the
Corporation’s stockholders’ equity calculated in accordance with generally
accepted accounting principles for the most recent fiscal quarter for which
financial information is available (after taking into account the amount of any
indebtedness to be assumed or discharged by the Corporation or any of its
subsidiaries and any amounts required to be contributed, invested or borrowed by
the Corporation or any of its subsidiaries); (iii) any action outside of the
ordinary course of business of the Corporation; or (iv) any other action
involving a material shift in policy or business strategy for the
Corporation. In addition to the provisions hereof, the provisions of
the Corporation’s Executive Committee Charter, as in effect from time to time,
shall govern the duties and responsibilities of the Executive
Committee. The Charter shall comply with all applicable requirements
of the Securities and Exchange Commission and any securities exchange or
inter-dealer quotation system on which shares of the Corporation’s common stock
are listed or quoted.
(c) The
Governance Committee shall consist of three or more directors and shall have the
duties and responsibilities as set forth herein these Bylaws and in the
provisions of the Corporation’s Governance Committee Charter, as in effect from
time to time, which Charter shall comply with all applicable requirements of the
Securities and Exchange Commission and any securities exchange or inter-dealer
quotation system on which shares of the Corporation’s common stock are listed or
quoted.
(d) The
Human Resources Committee shall consist of three or more
directors. The Human Resources Committee shall have the duties and
responsibilities as set forth in the Corporation’s Human Resources Committee
Charter, as in effect from time to time, which Charter shall comply with all
applicable requirements of the Securities and Exchange Commission and any
securities exchange or inter-dealer quotation system on which shares of the
Corporation’s common stock are listed or quoted.
(e) The
Audit Committee shall consist of three or more directors. The Audit Committee
shall have the duties and responsibilities as set forth in the Corporation’s
Audit Committee Charter, as in effect from time to time, which Charter shall
comply with all applicable requirements of the Securities and Exchange
Commission and any securities exchange or inter-dealer quotation system on which
shares of the Corporation’s common stock are listed or quoted.
(f) No
committee of the Board of Directors shall have the power or authority in
reference to amending the certificate of incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation’s property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, amending the Bylaws of the Corporation, or
authorizing any action required pursuant to these Bylaws to be authorized or
approved by a majority of the entire Board of Directors; and unless the
resolution of the Board of Directors, the certificate of incorporation or these
Bylaws expressly so provide, no such committee shall have the power or authority
to declare a dividend or to authorize the issuance of capital stock by the
Corporation. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
(g) The
Board of Directors may, by resolution passed by a majority of the entire Board
of Directors, designate one or more additional committees, each such committee
to consist of one or more directors of the Corporation. Any such additional
committee, to the extent provided in the resolution of the Board of Directors
and subject to Section 8(f) of this Article III, shall have and may exercise all
the powers and authority 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. Notwithstanding
the foregoing, no committee designated by the Board of Directors pursuant to
this
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Section
8(g) shall have powers or authority which conflict with or impinge or encroach
upon the powers and authority granted to the committees designated in Sections
8(b), 8(c), 8(d) or 8(e) of this Article III.
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