STBA » Topics » ARTICLE III. COMMITTEES

This excerpt taken from the STBA 10-Q filed Aug 7, 2008.

ARTICLE III. COMMITTEES

Section 301. Committees. The following two (2) Committees of the Board of Directors shall be established by the Board of Directors in addition to any other Committee the Board of Directors may in its discretion establish: Executive, Audit Committee.

Section 302. Executive Committee. The Executive Committee shall consist of the President and any three (3) or more Directors. A majority of the members of the Executive Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. Meetings of the Committee may be called at any time by the Chairman, President or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Corporation so far as may be permitted by applicable law and except as specifically limited by the Board of Directors pursuant to Section 301 or by specific resolution. All acts done and powers conferred by the Executive Committee shall be deemed to be, and may be certified as being, done or conferred under authority of the Board of Directors.

Section 303. Audit Committee. The Audit Committee shall consist of at least three (3) Directors, none of whom shall be Officers of the Corporation. Meetings of the Committee may be called

 

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at any time by the Chairman or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. A majority of the members of the Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. The duties and responsibilities of the Audit Committee shall be those imposed on the Audit Committee by applicable law, rule or regulation and such other duties and responsibilities as determined by the Board of Directors.

Section 304. Appointment of Committee Members. The Board of Directors shall appoint, upon the recommendation of the Nominating and Corporate Governance Committee, the members of the Executive and Audit Committees and the Chairman of such Committee, to serve for the ensuing year. The Board of Directors may appoint, from time to time, other committees, for such purposes and with such powers as the Board may determine.

Section 305. Organization and Proceedings. Each Committee of the Board of Directors shall effect its own organization by the appointment of a Secretary and such other Officers, except Chairman and Vice Chairman, as it may deem necessary. A record of proceedings of all Committees shall be kept by the Secretary of such Committee and filed and presented as provided in Section 214 of these By-Laws.

This excerpt taken from the STBA 8-K filed Jan 31, 2008.

ARTICLE III. COMMITTEES

Section 301. Committees. The following two (2) Committees of the Board of Directors shall be established by the Board of Directors in addition to any other Committee the Board of Directors may in its discretion establish: Executive, Audit Committee.

Section 302. Executive Committee. The Executive Committee shall consist of the President and any three (3) or more Directors. A majority of the members of the Executive Committee shall constitute a

 

5


quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. Meetings of the Committee may be called at any time by the Chairman, President or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Corporation so far as may be permitted by applicable law and except as specifically limited by the Board of Directors pursuant to Section 301 or by specific resolution. All acts done and powers conferred by the Executive Committee shall be deemed to be, and may be certified as being, done or conferred under authority of the Board of Directors.

Section 303. Audit Committee. The Audit Committee shall consist of at least three (3) Directors, none of whom shall be Officers of the Corporation. Meetings of the Committee may be called at any time by the Chairman or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. A majority of the members of the Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. The duties and responsibilities of the Audit Committee shall be those imposed on the Audit Committee by applicable law, rule or regulation and such other duties and responsibilities as determined by the Board of Directors.

Section 304. Appointment of Committee Members. The Board of Directors shall appoint, upon the recommendation of the Nominating and Corporate Governance Committee, the members of the Executive and Audit Committees and the Chairman of such Committee, to serve for the ensuing year. The Board of Directors may appoint, from time to time, other committees, for such purposes and with such powers as the Board may determine.

Section 305. Organization and Proceedings. Each Committee of the Board of Directors shall effect its own organization by the appointment of a Secretary and such other Officers, except Chairman and Vice Chairman, as it may deem necessary. A record of proceedings of all Committees shall be kept by the Secretary of such Committee and filed and presented as provided in Section 214 of these By-Laws.

EXCERPTS ON THIS PAGE:

10-Q
Aug 7, 2008
8-K
Jan 31, 2008
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