Common use of Committees of the Board Clause in Contracts

Committees of the Board. The Board may, by resolution, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committees. 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 such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the 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 that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3.

Committees of the Board. The Board may, by resolutionresolution passed by a majority of the whole Board, designate one or more committeescommittees of the Board (each, a “Committee”), each committee such Committee to consist of one or more of the Directors of the Corporation. The Board mayDirectors; provided that, by resolution, adopt charters for one any Series B Director or more of such committeesSeries C Director may elect to serve on any Committee. The 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 such committeethe Committee. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatCommittee, the remaining member or members thereof present at the any meeting and not disqualified from voting, whether or not such member he or members she or they constitute a quorum, may, by a unanimous vote, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committeeCommittee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committeeBoard, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation Company; but no such Committee shall have the power or authority in reference to amending the Certificate of Formation, amending this Agreement, adopting an agreement of merger or consolidation, recommending to the Members the sale, lease or exchange of all or substantially all of the Company’s property and may assets, recommending to the Members a dissolution of the Company or a revocation of a dissolution; and, unless the resolution designating such Committee expressly so provides, no such Committee shall have the power or authority to make any distribution pursuant to this Agreement or to authorize the seal issuance of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committeeUnit(s). Each committee Committee shall keep regular minutes of its meetings. Unless meetings and report the same to the Board provides otherwise, each committee designated when required by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3Board.

Committees of the Board. The Board may, by resolution, designate from among the Directors one or more committeescommittees (including an Audit Committee, a Risk and Underwriting Committee and a Compensation Committee), each committee to consist of which shall be comprised of one or more Directors, and may designate one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committees. The Board may designate one or more Directors as alternate members of any committee, who may may, subject to any limitations imposed by the Board, replace any absent or disqualified member Directors at any meeting of such that committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committeeresolution, shall have and may exercise all of the powers and authority of the Board other than the right to approve any matters on behalf of the Partnership or the full Board, subject to the limitations set forth in the Delaware LP Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by a Majority of the Board. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Units. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware LP Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of any management of powers over the business and affairs of the Corporation and may authorize Partnership pursuant to the seal provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Corporation Partnership nor shall it cause such committee of the Board or any member thereof to be affixed a general partner of the Partnership or to all papers have or be subject to any liabilities of a general partner of the Partnership that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3applicable.

Committees of the Board. The Board may, by resolutionresolution passed by a vote of the entire Board, designate one or more committees, each committee to consist of one two or more Representatives of the Directors IX, L.L.C. and each to consist of the Corporation. The Board maya majority of Representatives designated by IX, Inc.; provided, however, that any such committee must consist of at least one Representative designated by resolution, adopt charters for one or more of such committeesIX Holding. The Board may designate one or more Directors Representatives as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, and to the extent provided in the resolution of the Board designating such committee or the charter for such committeepassed as aforesaid, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation IX, L.L.C., and may authorize the seal of the Corporation IX, L.L.C. to be affixed to impressed on all papers that may require it it, to the extent so authorized permitted by the Act, the Certificate and this Agreement; provided, however, that the authority and power relating to the actions set forth in Section 5.5(b) shall remain exclusively with the Board. The Board may remove any Director from , and shall not be delegated to any committee at any time, with or without causethereof. Unless the Board provides otherwise, at At all meetings of any such committee, a majority of the then authorized total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwiseotherwise provides, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business, other than on rules set forth in this Section 5.7. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 35 of this Agreement.

Committees of the Board. The Board may, by resolution, designate one or more committeescommittees of the Board, including, without limitation, an audit committee, a compensation committee, an investment committee and an executive committee, and each such committee to shall consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters (a) an overall governance policy, which may include a delegation of authority from the Board to any such committee and/or any officer of the Corporation, and/or (b) a charter for one or more of any such committeescommittee. The Board may designate one or more Directors as alternate members of any committeecommittee of the Board, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee of the Board shall be absent from any meetingmeeting of such committee, or disqualified from voting thereat, the remaining member or members present at the such meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board to act at the such meeting in the place of any such absent or disqualified member. Any such committeecommittee of the Board, to the extent permitted by applicable law, and to the extent provided in the by resolution of the Board designating such committee or committee, in an overall governance policy and/or the charter for such committee, shall have and may exercise all the powers and authority of the 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 that may require it to the extent so authorized by the Board. The Board may remove any Director from any committee of the Board at any time, with or without cause. Unless the Board provides otherwise, at all meetings of such committeea committee of the Board, a majority of the then authorized members of the such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the such committee present at any meeting of such committee at which there is a quorum shall be the act of the such committee. Each committee of the Board shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee of the Board designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee of the Board shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3ARTICLE III.

Committees of the Board. The Board may, by resolution, may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may, by resolution, adopt charters for one or more of such committeesDirectors. 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 such committee. If In the absence or disqualification of a member of a committee shall be absent from any meeting, or disqualified from voting thereatcommittee, the remaining member or members thereof present at the any meeting and not disqualified from voting, whether or not such member he or members they constitute a quorum, may, by a unanimous vote, may unanimously appoint another member of the Board Director to act at the meeting in the place of any such absent or disqualified member. Any A majority of the members of any committee of the Board shall be present in person at any meeting of the committee in order to constitute a quorum for the transaction of business at such committee, to the extent permitted by applicable lawmeeting, and the act of a majority of the members present at any such meeting at which a quorum is present shall be the act of the committee. In the absence of a quorum for any such meeting, a majority of the members present thereat may adjourn such meeting from time to time until a quorum shall be present. Any committee of the Board, to the extent provided in the resolution of the Board designating such committee or the charter for such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation Corporation, and may authorize the seal of the Corporation to be affixed to all papers that which may require it it; provided, however, that no such committee shall have such power or authority in reference to the extent following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing these By-laws. In addition, each committee of the Board so authorized appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the Board. The Board may remove any Director from any Each committee at any time, with or without cause. Unless of the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless proceedings and report the same to the Board provides otherwise, each committee designated when so requested by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article 3Board.