The Board of Directors may appoint, from time to time, standing or ad hoc committees. Such committees may be vested with such powers as the Board of Directors may determine by resolution passed by a majority of the full Board of Directors. Provided that no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing these Bylaws; electing, appointing, or removing any Member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation other than in the ordinary course of business; authorizing the voluntary dissolution of the Corporation or adopting a plan for the distribution of the assets of the Corporation; amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee or such other act(s) as only the Board of Directors may perform under the Corporation's Articles of Incorporation and Bylaws or otherwise under law. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any Board Member of any responsibility imposed by law.
7.02 Standing and Ad Hoc Committees.
a. Standing Committee. A committee designated as a Standing Committee shall serve continuously until such time as the Board of Directors dissolves such committee by a majority vote of the full Board of Directors. Standing Committees will be charged with assisting the Board of Directors with the continuous management and operation of the Center.
b. Ad Hoc Committee. A committee designated as an Ad Hoc Committee shall serve on a temporary basis for the purpose of assisting the Board of Directors in any particular matter as the Board of Directors may designate and shall be automatically dissolved at the conclusion of the matter for which they were created or upon a majority vote of the full Board of Directors.
Membership on Standing or Ad Hoc Committees shall be by appointment of the Board of Directors. Upon formation of a committee, at least one Board Member or officer shall be designated to serve on such committee. The Board Member or officer serving on the committee shall be the liaison between the Board of Directors and the committee. If at any time no Board Member or officer is serving on a committee, such committee shall designate one among its membership to make reports to the Board of Directors at each Board meeting as to the activities, progress, needs and concerns of the committee.
7.04 Duties — Communication with Board of Directors.
Committees shall be charged with whatever duties the Board of Directors may designate in accordance with the purposes for which the committee was created. All committees shall have an obligation to ensure that the minutes of committee meetings are kept and regular reporting is made to the Board of Directors.
7.05 Nomination of Board Members.
All committees shall have the ability to nominate Members to serve on the Board of Directors. The Board of Directors shall consider the nominations made by committees at each regular election of the Board of Directors. If a vacancy occurs, for whatever reason, with respect to a Board Member who was charged with acting as a committee liaison, the committee upon which that Board Member served shall nominate a replacement from among the committee membership. The Board of Directors shall have full discretion to elect or reject candidates nominated by committees.
The Board of Directors shall have the ability to dissolve any Standing or Ad Hoc Committee at any time by a majority vote of the full Board of Directors. Ad Hoc Committees may also be automatically dissolved upon completion of the purposes for which they were created. Standing Committees shall serve indefinitely until dissolution by the Board of Directors.