Common use of Audit Committee Clause in Contracts

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute an Audit Committee and appoint one of the directors so designated as the chairman of the Audit Committee. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, or until such Audit Committee member's resignation or removal from the Audit Committee by the Board of Directors, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board of Directors. (b) The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Audit Committee shall at all times be open to the inspection of any director.

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting may create an Audit --------------- Committee of the Board of Directors whose members shall consist solely of directors who are not employees or affiliates of the Company and have no relationship with the Company that would, in the judgment of the Board of Directors, interfere with their exercise of independent judgment as a member of such committee. The Audit Committee shall have and may exercise the power and authority to recommend to the Board of Directors the accounting firm to be selected by the Board of Directors or to be recommended by it for stockholder approval, as independent auditor of the financial statements of the Company and its subsidiaries, and to act on behalf of the Board of Directors in meeting and reviewing with the independent auditors, the chief accounting officer, the chief internal auditor, if any, and the appropriate corporate officers, matters relating to corporate financial reporting and accounting procedures and policies, adequacy of financial, accounting and operating controls and the scope of the respective audits of the independent auditors and the internal auditor, if any. The Audit Committee shall also review the results of such audits with the respective auditors and shall report the results of those reviews to the Board of Directors. The Audit Committee shall submit to the Board of Directors any recommendations it may have from time to time with respect to financial reporting and accounting practices and policies and financial, accounting and operational controls and safeguards. The Audit Committee may submit to the Compensation Committee any recommendations it may have with respect to the compensation of the chief accounting officer and the chief internal auditor, if any. The Board of Directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect not less than two or more directors of its qualifying members from time to time to constitute an Audit Committee and appoint one of the directors so designated as the chairman members of the Audit Committee. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, or until such Audit Committee member's resignation or removal from the Audit Committee by the Board of Directors, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board of Directors. (b) The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Audit Committee shall at all times be open to the inspection of any director.

Audit Committee. (ai) The Board of Directors shall appoint at least four Directors during the annual Specified Period and thereafter not less than three Directors, each of whom shall not be an officer or any regular or special meeting employee of the directors shallCompany, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute an Audit Committee and appoint one of the directors so designated act as the chairman of the its Audit Committee. Membership on the . (ii) The Audit Committee shall be restricted recommend to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of DirectorsDirectors periodically a firm of certified public accountants to serve as auditors for the Company, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may which accountants shall be filled subject to appointment by the Board of Directors and ratification thereof by Shareholders entitled to vote thereon. The Audit Committee shall determine the manner, if at any meeting thereofall, in which the accounts relating to the Company's affairs shall be audited and shall meet with the Company's auditors to discuss the scope of their examination, with particular emphasis on areas where either the Audit Committee or the auditors believe special attention should be directed. Each member of After the audit, the Audit Committee shall hold office until such review the financial statements and the auditors report thereon to determine whether they had received all information and explanations requested. The Audit Committee member's successor has been duly elected shall also invite the auditors' recommendations regarding internal controls and qualified, or until such Audit Committee member's resignation or removal from other matters as it deems appropriate and shall see that the recommendations for changes which the Audit Committee by the Board of Directorsfeels are necessary have been implemented. In addition, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from is authorized to have the Audit Committee by resolution adopted by a majority of the whole Board of Directorsauditors perform such supplemental review or audits as it deems necessary or appropriate. The compensation, if any, of members of the Audit Committee shall be established by resolution meet with the auditors at least once a year, as soon after the completion of the Board audit of Directorsthe Company's books as practicable. (biii) The Audit Committee shall be responsible for: recommending to for reviewing relationships between the Board of Directors the appointment or discharge of independent auditors; reviewing with the management Company and the independent auditors the terms of engagement of independent auditorsother parties, including the feesemployment and consulting relationships, scope and timing for conflicts of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directorsinterest. The Audit Committee shall have review Company policy and practices to ensure that the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel Company acts in an ethical manner and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly ensure compliance with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriateall applicable laws regarding business conduct. (c) All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Audit Committee shall at all times be open to the inspection of any director.

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute an Audit Committee and appoint one of the directors so designated as the chairman of the Audit Committee. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, or until such Audit Committee member's resignation or removal from the Audit Committee by the Board of Directors, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board of Directors. (b) The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Audit Committee shall at all times be open to the inspection of any director. (d) The Audit Committee shall meet at the call of its chairman or of any two members of the Audit Committee (or if there shall be only one other member, then at the call of that member). A majority of the Audit Committee shall constitute a quorum for the transaction of business (or if there shall only be two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall constitute the act of the Audit Committee.

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute shall appoint an Audit Committee consisting of at least six (6) Trustees (or such other number of Trustees as the Board shall, in its sole discretion, determine), having an equal number of Employer Trustees and appoint one Union Trustees, who shall serve at the sole pleasure of the directors so designated as the chairman of the Audit CommitteeEmployer Trustees and Union Trustees, respectively. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, or until such Audit Committee member's resignation or removal from the Audit Committee by the Board of Directors, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of Employer Trustee members of the Audit Committee shall be established appointed by resolution the Employer Trustees, and Union Trustee members of the Board Audit Committee shall be appointed by the Union Trustees. The members of Directorsthe Audit Committee shall select a Chairperson from their number. (b) Subject to the action of the Board and the provisions of the Plan, the functions of the Audit Committee shall be to: (1) monitor the actions of the Fund’s internal and outside auditors and coordinate with the Fund’s internal and outside auditors, including the establishment and carrying out of a reporting procedure between such auditors and the Audit Committee; (2) develop a compliance audit program with respect to all matters related to Employer contributions to the Fund, and supervise the Fund’s internal and outside auditors in conducting such compliance audits; (3) develop procedures and guidelines with respect to the form and manner of the remittance or other reports Employers are required to file with the Fund; (4) except where such determination is made by the Board, determine, in its sole and absolute discretion (or duly authorize the Executive Director to determine, in the Executive Director’s sole and absolute discretion), whether an Employer has made a contribution or other payment to the Fund by mistake of fact or law, and whether such contribution or payment should be returned to the Employer (pursuant to Section 4.4); (5) establish, in consultation with the Board, procedures with respect to all matters related to the determination and collection of delinquent Employer contributions (unless such function is delegated to another Committee), and take all actions permitted or required under such procedures; (6) establish, in consultation with the Board, and carry out, procedures with respect to all matters related to the enforcement of the rules set forth in this Agreement and in the Plan regarding Employer contributions to the Fund, and the collection of delinquent Employer contributions; (7) recommend to the Board to terminate, on a prospective basis, the participation of a Contributing Employer in the Plan and Fund; and (8) assess an Employer all reasonable costs and expenses (including, without limitation, all audit, accounting, and legal fees) incurred in collecting its contributions or other payments due to the Fund (in accordance with the provisions of Article IX). (c) The Audit Committee shall endeavor to meet at least three (3) times per year, upon such notice as it may from time to time determine. A quorum of the Audit Committee shall consist of at least two (2) Employer Trustees and two (2) Union Trustees who are members of the Audit Committee. All decisions of a quorum shall be responsible for: recommending agreed to by either (1) a vote of two to zero, or (2) a vote of one and one abstention. The Employer Trustees, as a unit, shall have one vote, and the Union Trustees, as a unit, shall have one vote. The Employer Trustees shall determine how they cast their vote by a majority vote of the Employer Trustees who are members of the Audit Committee and who are present and attending the meeting. The Union Trustees shall determine how they cast their vote by a majority vote of the Union Trustees who are members of the Audit Committee and who are present and attending the meeting. In addition to decisions made at meetings, the Audit Committee may also be polled either in writing or by telephone by the Executive Director or the Chairperson (or his or her designee) without the necessity of having a meeting, in which event any action to be taken must be carried by the same vote as that required at a meeting of the Audit Committee and, if polled by telephone, must be confirmed in writing by each member of the Audit Committee who participated in the poll as soon as practicable following the vote (but no later than thirty (30) days after the vote). If a matter cannot be agreed upon due to failure to reach the required vote, it shall be referred for decision to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriateat its next meeting. (cd) All actions of the Audit Committee shall be reported to the Board at its next meeting, and the Board shall ratify or repudiate such actions, or take such other action as the Board deems appropriate. (e) The Audit Committee shall refer all questions of Directors at the next meeting interpretation and application of the Plan, and questions that may arise in connection with the operation of the Plan, which it cannot resolve itself to the Board of Directors. The minute books for final resolution. (f) Any member of the Audit Committee shall at all times be open may resign by delivering his or her written resignation to the inspection Board and to the other members of any directorthe Audit Committee, and the Employer Trustees or Union Trustees, as applicable, thereafter shall have the right to appoint another Trustee in his or her place; provided, however, that there shall always be an equal number of Employer Trustees and Union Trustees appointed to such Committee.

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting may create an Audit Committee of the Board of Directors whose members shall consist solely of directors who are not employees or affiliates of the Company and have no relationship with the Company that would, in the judgment of the Board of Directors, interfere with their exercise of independent judgment as a member of such committee. The Audit Committee shall have and may exercise the power and authority to recommend to the Board of Directors the accounting firm to be selected by the Board of Directors or to be recommended by it for stockholder approval, as independent auditor of the financial statements of the Company and its subsidiaries, and to act on behalf of the Board of Directors in meeting and reviewing with the independent auditors, the chief accounting officer, the chief internal auditor, if any, and the appropriate corporate officers, matters relating to corporate financial reporting and accounting procedures and policies, adequacy of financial, accounting and operating controls and the scope of the respective audits of the independent auditors and the internal auditor, if any. The Audit Committee shall also review the results of such audits with the respective auditors and shall report the results of those reviews to the Board of Directors. The Audit Committee shall submit to the Board of Directors any recommendations it may have from time to time with respect to financial reporting and accounting practices and policies and financial, accounting and operational controls and safeguards. The Audit Committee may submit to the Compensation Committee any recommendations it may have with respect to the compensation of the chief accounting officer and the chief internal auditor, if any. The Board of Directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect not less than two or more directors of its qualifying members from time to time to constitute an Audit Committee and appoint one of the directors so designated as the chairman members of the Audit Committee. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, or until such Audit Committee member's resignation or removal from the Audit Committee by the Board of Directors, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board of Directors. (b) The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Audit Committee shall at all times be open to the inspection of any director.

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shallDirectors, by resolution adopted by a majority of the whole Entire Board of Directors, will designate and elect two or more directors to constitute an Audit Committee comprised of not fewer than three (3) nor more than seven (7) Independent Directors, all of whom meet the financial literacy requirements of law and appoint one of the directors so designated as the chairman of the Audit CommitteeApplicable Listing Rules. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each At least one member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, will meet the accounting or until such Audit Committee member's resignation or removal from the Audit Committee by the Board of Directors, or until such Audit Committee member otherwise ceases related financial management expertise required to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board of Directors. (b) The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers review and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) All actions of the Audit Committee shall be reported make recommendations to the Board of Directors at with respect to: the next meeting independence, qualifications and services of the independent public accountants employed by the Company from time to time to audit the books of the Company, the scope of their audits, the adequacy of their audit reports, and recommendations made by them. The Audit Committee shall also make such reviews of internal financial audits and controls as the Audit Committee considers desirable. The Audit Committee, in its capacity as a committee of the Board of Directors, shall be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purposes of preparing or issuing an audit report or performing any other audit review (including resolution of disagreements between management, including the Manager, and the auditor regarding financial reporting), or attestation services for the Company, and each such registered public accounting firm shall report directly to the Audit Committee. The minute books Audit Committee shall review the Company’s financial disclosure documents, significant developments in accounting principles and significant proposed changes in financial statements and any auditors’ attestation report on management’s assessment of the Company’s internal controls and financial reporting to be included in the Company’s annual report to be filed with the Securities and Exchange Commission in accordance with the Exchange Act and the Rules and Regulations. The Audit Committee shall also review and monitor the Company’s codes of conduct to guard against significant conflicts of interest and dishonest, unethical or illegal activities. The Audit Committee shall review periodically the performance of the Company’s accounting and financial personnel and shall review material litigation and regulatory proceedings and other issues relating to potentially significant corporate liability. The Audit Committee will also be designated as and serve as the qualified legal compliance committee for the Company in accordance with the provisions of Section 307 of the Sxxxxxxx-Xxxxx Act of 2002 and the Rules and Regulations and will be responsible, upon receipt of a report of evidence of a material legal violation, for notifying the Chief Executive Officer or General Counsel of such report, investigating and recommending appropriate measures to the Board of Directors and, if the Company does not appropriately respond, taking further appropriate action, including notification to the Securities and Exchange Commission. The Audit Committee shall establish procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (b) the submission by employees of the Company and others, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. The Audit Committee shall have the authority to engage independent counsel and other advisors, as it determines necessary, to carry out its duties. The Company shall provide appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board of Directors for payment of: (A) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (B) compensation to independent counsel and other advisors engaged pursuant to the above paragraph; and (C) ordinary administrative expenses of the Audit Committee shall at all times be open to the inspection of any directorthat are necessary or appropriate in carrying out its duties.

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting may create an Audit ---------------- Committee of the Board of Directors whose members shall consist solely of directors who are not employees or affiliates of the Company and have no relationship with the Company that would, in the judgment of the Board of Directors, interfere with their exercise of independent judgment as a member of such committee. The Audit Committee shall have and may exercise the power and authority to recommend to the Board of Directors the accounting firm to be selected by the Board of Directors or to be recommended by it for stockholder approval, as independent auditor of the financial statements of the Company and its subsidiaries, and to act on behalf of the Board of Directors in meeting and reviewing with the independent auditors, the chief accounting officer, the chief internal auditor, if any, and the appropriate corporate officers, matters relating to corporate financial reporting and accounting procedures and policies, adequacy of financial, accounting and operating controls and the scope of the respective audits of the independent auditors and the internal auditor, if any. The Audit Committee shall also review the results of such audits with the respective auditors and shall report the results of those reviews to the Board of Directors. The Audit Committee shall submit to the Board of Directors any recommendations it may have from time to time with respect to financial reporting and accounting practices and policies and financial, accounting and operational controls and safeguards. The Audit Committee may submit to the Compensation Committee any recommendations it may have with respect to the compensation of the chief accounting officer and the chief internal auditor, if any. The Board of Directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect not less than two or more directors of its qualifying members from time to time to constitute an Audit Committee and appoint one of the directors so designated as the chairman members of the Audit Committee. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, or until such Audit Committee member's resignation or removal from the Audit Committee by the Board of Directors, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board of Directors. (b) The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Audit Committee shall at all times be open to the inspection of any director.

Audit Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of DirectorsBoard, designate and elect two or more directors to constitute an Audit Committee and appoint one of the directors so designated as the chairman of the Audit Committee. Membership on the Audit Committee shall be restricted to those directors who are independent of the management of the Corporation and are free from any relationship that, in the opinion of the Board of DirectorsBoard, would interfere with the exercise of independent judgment as a member of the committee. Vacancies in the Audit Committee committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee committee shall hold office until such Audit Committee committee member's successor has been duly elected and qualified, or until such Audit Committee committee member's resignation or removal from the Audit Committee by the Board of DirectorsBoard, or until such Audit Committee committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee committee by resolution adopted by a majority of the whole Board of DirectorsBoard. The compensation, if any, of members of the Audit Committee committee shall be established by resolution of the Board of Directors. (b) Board. The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; , audit results and reports and the recommendation recommendations made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of DirectorsBoard. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) . All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of DirectorsBoard. The minute books of the Audit Committee shall at all times be open to the inspection of any director. The Audit Committee shall meet at the call of its chairman or of any two members of the Audit Committee (or if there shall be only one other member, then at the call of that member). A majority of the Audit Committee shall constitute a quorum for the transaction of business (or if there shall only be two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they must act unanimously) shall constitute the act of the Audit Committee.

Audit Committee. (a) The Board audit committee shall consist of Directors at the annual or any regular or special meeting of not less than three nor more than eight members elected by the directors shallfrom among their own number; provided, by resolution adopted by however, that a majority of the whole members of the committee shall be outside directors. The chairman of this committee shall be elected by the full Board of Directors, designate and elect two or more directors to constitute an Audit Committee and appoint one if the chairman is not so elected by the full Board of Directors or if the chairman elected by the full Board of Directors is not present at a particular meeting, the members of the directors so designated as the audit committee may designate a chairman by majority vote of the Audit Committeecommittee membership in attendance. Membership on The audit committee shall recommend to the Audit Committee Board the firm to be employed by the Corporation as its external auditor; shall consult with the persons chosen to be restricted the external auditors with regard to those directors who are independent the plan of audit; shall review the fees of the external auditors for audit and non-audit services; shall review, in consultation with the external auditors, their report of audit, or proposed report of audit, and the accompanying management letter, if any; shall review with management and the external auditor before publication or issuance, the annual financial statements, and any annual reports to be filed with the Securities and Exchange Commission; shall consult with the external auditors (periodically, as appropriate, out of the Corporation presence of management) with regard to the adequacy of the internal auditing and are free from any relationship thatgeneral accounting functions of the Corporation; shall consult with the internal auditors (periodically, in as appropriate, out of the opinion presence of management) with regard to cooperation of corporate divisions with the internal auditing and accounting departments and the adequacy of corporate systems of accounting and controls; shall serve as a communications liaison between the Board of Directors, would interfere the external auditors, and the internal auditors; and shall perform such other duties not inconsistent with the exercise of independent judgment as a member spirit and purpose of the committee. Vacancies in the Audit Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Audit Committee shall hold office until such Audit Committee member's successor has been duly elected and qualified, or until such Audit Committee member's resignation or removal from the Audit Committee committee as are delegated to it by the Board of Directors, or until such Audit Committee member otherwise ceases to be a director. Any member of the Audit Committee may be removed from the Audit Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Audit Committee shall be established by resolution of the Board of Directors. (b) The Audit Committee shall be responsible for: recommending to the Board of Directors the appointment or discharge of independent auditors; reviewing with the management and the independent auditors the terms of engagement of independent auditors, including the fees, scope and timing of the audit and any other services rendered by the independent auditors; reviewing with the independent auditors and management the Corporation's policies and procedures with respect to internal auditing, accounting and financial controls; reviewing with the management the independent statements; audit results and reports and the recommendation made by any of the auditors with respect to changes in accounting procedures and internal controls; reviewing the results of studies of the Corporation's system of internal accounting controls; and performing any other duties or functions deemed appropriate by the Board of Directors. The Audit Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel. The Audit Committee is authorized to communicate directly with the Corporation's financial officers and employees, internal auditors and independent auditors as it deems desirable and to have the internal auditors or independent auditors perform any additional procedures as it deems appropriate. (c) All actions of the Audit Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Audit Committee shall at all times be open to the inspection of any director.