Common use of Committees of the Board Clause in Contracts

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.

Committees of the Board. The One of more Committees of the Board of Directors may, Managers may be appointed by resolution, designate from among resolution passed by a majority of the Directors one or more committees (which shall include authorized number of Managers of the Audit Board. Each Committee and the Conflicts Committee), each of which shall be composed of one (1) or more DirectorsManagers of the Board, and may designate one or more shall have such powers of the Directors Board as alternate members may be expressly delegated to it by resolution of any committeethe Board, who may, subject to any limitations imposed as permitted by the Act. The Board by resolution adopted by a majority of Directorsthe entire Board may fill any vacancy in a Committee, replace absent or disqualified Directors at appoint alternate members, abolish a Committee and remove any meeting Manager from membership on a Committee. The provisions of that committeethis Agreement governing meetings of Managers, notices of meeting, waiver of notice, quorum, and voting shall apply to meetings of a Committee. Any such committeeCommittee, to the extent provided in such resolutionthe resolution of the Board, shall have and may exercise all of the authority of the Board, except with respect to: (i) The adoption, amendment, or the approval of any action for which the Act also requires approval by the Member of the Company; (ii) The creation or filling of vacancies on the Board or any Committee of Directorsthe Board; (iii) The fixing of compensation of the Managers for serving on the Board or on any Committee; (iv) The adoption, subject alteration, amendment or repeal of this Agreement or the adoption of a new limited liability company operating agreement; (v) The amendment of the Certificate of Formation; (vi) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (vii) A distribution to the limitations set forth Member, except at a rate or in a periodic amount or within a price range determined by the Board; (viii) The appointment of any other Committees of the Board or the members of these Committees; (ix) The approval of a plan of merger or share exchange or conversion of the Company; (x) The authorization or approval of the issuance, sale or contract for the sale of interests in the Delaware ActCompany or determined rights, if anypreferences or limitations, except within the limits prescribed by the Board; (xi) The election or in the establishment removal of the committee. Any any officer or member of any such committee may be removed from such committee Committee; or (xii) The action on matters committed by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee or resolution of the Board of Directors shall not have the authority exclusively to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee another Committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. XxxxxBoard.

Committees of the Board. The Board of Directors may, by resolutionresolution passed by a majority of the whole Board, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee)committees, each of which shall be composed committee to consist of one or more Directors, and directors. The Board may designate one or more of the Directors directors as alternate members of any committee, who may, subject to may replace any limitations imposed by the Board of Directors, replace absent or disqualified Directors member at any meeting of that such 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 he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Any such committeecommittee of the Board, to the extent provided in the resolution of the Board designating such resolutioncommittee, shall have and may exercise all of the powers and authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment management of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, 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 the provisions Section 253 of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such Corporation Law. Each committee of the Board shall keep regular minutes of Directors or any member thereof its proceedings and report the same to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of Board when so requested by the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. XxxxxBoard.

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin Xxxxxx and Xxxxx X. KindXxxx. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind Xxxx (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.

Committees of the Board. The Board of Directors may, by resolutionresolution passed by a majority of the whole Board, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee)committees, each of which shall be composed committee to consist of one or more Directors, and . The Board may designate one or more of the Directors as alternate members of any committee, who may, subject to may replace any limitations imposed by the Board of Directors, replace absent or disqualified Directors member at any meeting of that such 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 he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any such committeecommittee of the Board, to the extent provided in the resolution of the Board designating such resolutioncommittee, shall have and may exercise all of the powers and authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment management of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the Stockholders the sale, lease or exchange of all or substantially all the Corporation's property and assets, recommending to the Stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, 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 the provisions Section 253 of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such Corporation Law. Each committee of the Board shall keep regular minutes of Directors or any member thereof its proceedings and report the same to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of Board when so requested by the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. XxxxxBoard.

Committees of the Board. (1) The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more committees, each consisting of three or more directors of the Directors corporation, with such powers and authority as alternate members these Bylaws or the Board, by resolution or by approval of a committee charter, may provide. The Board may designate one member of the committee to act as chair of the committee. (2) There shall be a standing Audit Committee and a standing Corporate Governance and Nominating Committee and a standing Compensation Committee, each consisting entirely of directors who are not employees of the corporation and who qualify as independent directors ("Independent Directors") under the standards for Nasdaq National Market issuers or such other exchange or system upon which the Corporation's securities are listed, quoted or traded ("Nasdaq") and any standards of independence as may be prescribed for purpose of any federal securities, tax, banking or other laws relating to the committee, who 's duties and responsibilities. No member of such committee shall be removed except by majority vote of the Independent Directors then in office. (3) The Board may, subject to any limitations imposed by a resolution adopted by a majority of the authorized number of directors, but shall not be required to, designate an Executive Committee consisting of three or more directors, one of which shall be the Chairman of the Board or the Chief Executive Officer, to serve at the pleasure of Directorsthe Board. If an Executive Committee is designated, replace absent or disqualified Directors at any meeting of that committee. Any such committeeit shall have, to the extent provided in such resolutionthe resolution of the Board or in these Bylaws, shall have and may exercise all of the authority of the Board Board, except with respect to: (a) Amending the Certificate of DirectorsIncorporation (except that a committee may, subject to the limitations set forth extent authorized in the Delaware Act, if any, resolution or in resolutions providing for the establishment issuance of the committee. Any member shares of any such committee may be removed from such committee stock adopted by the Board as provided in Section 151(a) of Directors. the Delaware General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series); (b) Adopting an agreement of merger or consolidation under Sections 251 or 252 of the Delaware General Corporation Law; (c) Recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets; (d) Recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; (e) Amending the Bylaws of the corporation; and (f) Unless the resolution designating a particular committee resolution, Bylaws, or this Agreement Certificate of Incorporation expressly so providesprovide, a no such committee of the Board of Directors shall not have the power or authority to authorize or make declare a distribution to the Limited Partners or dividend, to authorize the issuance of Limited Partner Interestsstock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. (4) A committee may by resolution fix the regular meeting date of such committee, and notice of any such regular meeting date shall be dispensed with. Any Special meetings of a committee may be held at the principal office of the corporation, or at any place which has been designated from time to time by resolution of the committee or by written consent of all members thereof. Committee meetings may be called by the Board, by the Chairman of the Board, by the CEO of the corporation, by the chair of the committee or any two or more members of such committee. Written notice to the members of a committee of the time and place of such special meeting shall be given in the manner provided for the giving of written notice to members of the Board of Directors the time and place of special meetings of the Board. Vacancies in the membership of a committee may be filled by the Board. A majority of the authorized number of members of a committee shall constitute a committee within quorum for the meaning transaction of Section 17-303(b)(7) business; and transactions of any meeting of a committee, however called and noticed, or wherever held, shall be as valid as though at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Delaware Act. Notwithstanding anything contained herein members not present signs a written waiver of notice or a consent to the contrary, the delegation to any committee holding such meeting or an approval of the Board of Directors of any management powers over minutes thereof. All such waivers, consents or approvals shall be filed with the business and affairs corporation's records or made a part of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner minutes of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxxmeeting.

Committees of the Board. SECTION 3.1 The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate two or disqualified Directors at any meeting more directors to constitute an Executive Committee and other committees, each of that committee. Any such committeewhich, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to Directors and the limitations set forth in the Delaware Act, if any, or in the establishment management of the committeeAssociation. Any member The designation of any such committee may be removed from such committee by and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. Unless The Board of Directors reserves to itself alone the resolution designating a particular committee power to act on (1) dissolution, merger or this Agreement expressly so providesconsolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors shall not have or the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee Chairman of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware ActAssociation may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. Notwithstanding anything contained herein to A majority of the contrary, the delegation to members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any management powers over the business and affairs of the Partnership pursuant committee shall be reported to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof at a meeting succeeding such action, except such actions as the Board may not require to be a general partner of reported to it in the Partnership or to have or resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxxsuch revision or alteration.

Committees of the Board. The Board of Directors may, by resolutionresolution passed by a majority of the whole Board, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee)committees, each of which shall be composed committee to consist of one or more Directors, and directors. The Board may designate one or more of the Directors directors as alternate members of any committee, who may, subject to may replace any limitations imposed by the Board of Directors, replace absent or disqualified Directors member at any meeting of that such 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 he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Any such committeecommittee of the Board, to the extent provided in the resolution of the Board designating such resolutioncommittee, shall have and may exercise all of the powers and authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment management of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, 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 the provisions Section 253 of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such Corporation Law. Each committee of the Board shall keep regular minutes of Directors or any member thereof its proceedings and report the same to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of Board when so requested by the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. XxxxxBoard.

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have 857826.04-WILSR01A - MSW the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.

Committees of the Board. Section 3.1 The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate two or disqualified Directors at any meeting more directors to constitute an Executive Committee and other committees, each of that committee. Any such committeewhich, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to Directors and the limitations set forth in the Delaware Act, if any, or in the establishment management of the committeeAssociation. Any member The designation of any such committee may be removed from such committee by and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. Unless The Board of Directors reserves to itself alone the resolution designating a particular committee power to act on (1) dissolution, merger or this Agreement expressly so providesconsolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors shall not have or the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee Chairman of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware ActAssociation may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. Notwithstanding anything contained herein to A majority of the contrary, the delegation to members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any management powers over the business and affairs of the Partnership pursuant committee shall be reported to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof at a meeting succeeding such action, except such actions as the Board may not require to be a general partner of reported to it in the Partnership or to have or resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxxsuch revision or alteration.

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts 810649.05-WILSR01A - MSW Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.