Common use of Committees of Directors Clause in Contracts

Committees of Directors. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, 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; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Committees of Directors. The board Board of directors Directors may designate one or more committees, each committee to consist of one or more of the directors Directors of the corporationCorporation. The board Board of Directors may designate one or more directors Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors or these Bylaws, shall have and may exercise all the powers and authority of the board Board of directors Directors in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Revised Business Corporation Law Act of Delaware Nevada, as in effect from time to time, to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law provision of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directorsthese bylaws.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors 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; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation. Such ’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee or committees shall have such name the power or names as may be determined from time authority to time by resolution adopted by declare a dividend or to authorize the board issuance of directorsstock.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors 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; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving certificate of incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board Board of directorsDirectors.

Committees of Directors. The board Board of directors Directors may designate one or more committees, with each committee to consist of one or more of the directors of the corporationCorporation. The board Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the such member or members constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors or in the Bylaws of the Corporation, shall have and may exercise all the powers and authority of the board Board of directors Directors in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which that may require it; but no such committee shall have the power or authority in reference to the following mattersmatter: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law bylaw of the corporationCorporation. Such Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or committees shall have such name more subcommittees, each subcommittee to consist of one or names as may be determined from time more members of the committee, and delegate to time by resolution adopted by a subcommittee any or all of the board powers and authority of directorsthe committee.

Committees of Directors. The board of directors may may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, 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; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving certificate of incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporationCorporation. The board Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the such member or members constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors Directors in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporationCorporation. Such Each committee or committees shall have such name or names as which may be determined from time to time by resolution adopted established by the board Board of directorsDirectors pursuant to these By-Laws may fix its own rules and procedures. Notice of meetings of committees, other than regular meetings provided for by the rules, shall be given to committee members.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members she or they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors 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; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation. Such ’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee or committees shall have such name the power or names as may be determined from time authority to time by resolution adopted by declare a dividend or to authorize the board issuance of directorsstock.

Committees of Directors. The board Board may, by resolution passed by a majority of directors may the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the corporationCorporation. The board Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the directors who are members of the committee shall be necessary to constitute a quorum. In the absence or disqualification of event that a member and that member’s alternate, if alternates are designated by the Board, of a committeesuch committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members she or they constitute a quorum, may unanimously appoint another member of the board of directors Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directorsBoard or these Bylaws, shall have and may exercise all the powers and authority of the board of directors Board in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (x) approve, adopt or recommend to the following matters: (i) approving or adopting, or recommending to stockholders of the stockholders, Corporation any action or matter (other than the election or removal of directors) expressly required by the General Corporation Law DGCL or the Certificate of Delaware Incorporation to be submitted to the stockholders of the Corporation for approval or (iiy) adoptingadopt, amending amend or repealing repeal any by-law portion of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directorsthese Bylaws.

Committees of Directors. The board Board may, by resolution passed by a majority of directors may the whole Board, designate one or more committeesCommittees, each committee such Committee to consist of one or more of the directors of the corporationBoard members. The board Board may designate one or more directors as alternate members of any committeeCommittee, who may replace any absent or disqualified member at any meeting of the committeeCommittee. In the absence or disqualification of a member of a committeeCommittee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another Board member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committeeCommittee, to the extent provided in the resolution of the board Board, and subject to the requirements of directorsArticle III, shall have and may exercise all the powers and authority of the board of directors Board in the management of the Corporation’s business and affairs of the corporationaffairs, and may authorize the seal of for the corporation Corporation to be affixed to all papers which may say require it; but no such committee Committee shall have the power or authority in reference to amending the following matters: (i) approving Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by exchange of all or substantially all of the General Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation Law or a revocation of Delaware to be submitted to stockholders for approval or (ii) adoptinga dissolution, amending the Bylaws, or repealing taking any by-law other action which, pursuant to the Certificate of Incorporation, requires the corporation. Such committee vote of each Independent Director; and, unless the resolution or committees the Certificate of Incorporation expressly so provides, no such Committee shall have such name the power or names as may be determined from time authority to time by resolution adopted by declare a dividend or to authorize the board issuance of directorsstock.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors 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; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation. Such ’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee or committees shall have such name the power or names as may be determined from time authority to time by resolution adopted by declare a dividend or to authorize the board issuance of directorsstock.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each committee to consist of one (1) or more Directors of time Company. Except as provided by law, the directors of the corporation. The board Board may designate one (1) or more directors persons who are not Directors as additional members of any committee, but such persons shall be nonvoting members of such committee. The Board may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof of the committee present at any meeting and not disqualified from voting, whether or not the such member or members constitute a quorum, may unanimously appoint another member of the board of directors Board to act at the meeting in the place of any such absent or disqualified membermembers. Any such committee, to the extent provided in the resolution of the board of directorsBoard, shall have and may exercise all the powers and authority of the board of directors Board 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 itCompany; but no such committee shall have the power or authority in reference to amend the Articles of Organization, adopt an agreement of merger or consolidation, recommend to the following matters: (i) approving stockholders the sale, lease or adoptingexchange of all or substantially all of the Company's property and assets, recommend to RQI a dissolution of the Company or a revocation of a dissolution, or recommending to the stockholders, any action appoint or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval remove Directors or (ii) adopting, amending or repealing any by-law of the corporationManagers. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directorsBoard.

Committees of Directors. The board of directors may may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, 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; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving certificate of incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or of disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors 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; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving certificate of incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to 113 authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board Board of directorsDirectors.

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The board Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors 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; but the acts of any such committee shall be subject to the provisions of Section 8 of this Article, and no such committee shall have the power or authority in reference to amending the following matters: (i) approving Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation. Such 's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee or committees shall have such name the power or names as may be determined from time authority to time by resolution adopted by declare a dividend or to authorize the board issuance of directorsstock.

Committees of Directors. The board Board of directors Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporationdirectors. The board Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of If a member of a committeecommittee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members thereof present at any meeting and not disqualified from voting, whether or not the such member or members constitute a quorum, may unanimously may, by unanimous vote, appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors Directors in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law bylaw of the corporationCorporation, and unless the resolution designating the committee, these bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board Board of directors.Directors. Each committee shall keep regular minutes of its meetings and report

Committees of Directors. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the corporationCorporation. The board Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member he or members they constitute a quorum, may unanimously appoint another member of the board Board of directors Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board Board of directorsDirectors, shall have and may exercise all the powers and authority of the board Board of directors Directors in the management of the business and affairs of the corporationCorporation, and may authorize the seal of the corporation Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the following matters: (i) approving Certificate of Incorporation, adopting an agreement of merger or adoptingconsolidation, or recommending to the stockholdersstockholders the sale, any action lease or matter expressly required by the General Corporation Law exchange of Delaware to be submitted to stockholders for approval all or (ii) adopting, amending or repealing any by-law substantially all of the corporation. Such Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee or committees shall have such name the power or names as may be determined from time authority to time by resolution adopted by declare a dividend or to authorize the board issuance of directorsstock.