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any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee or such other act(s) as only the Board of Directors may perform under the Corporation's Articles of Incorporation and Bylaws or otherwise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.
Approved Date: 10/2013
Date Updated: 10/2013