Common use of Committees of the Board Clause in Contracts

Committees of the Board. The Board may designate one or more committees, each committee to consist of one or more Directors. 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. 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. 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 meeting, 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, 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 which may require it; provided, however, that no such committee shall have such 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 to be submitted to stockholders for approval or (ii) adopting, amending or repealing these By-laws. In addition, each committee of the Board so appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the Board. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.

Committees of the Board. SECTION 3.1 The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate one two or more directors to constitute an Executive Committee and other committees, each of which, 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 and the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to consist relieve the Board of one Directors, or more Directorsany member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board may designate one of Directors reserves to itself alone the power to act on (1) dissolution, merger or more consolidation, 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 alternate members hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any committeeresolution of the Board which by its terms is not so amendable or repealable, who and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors or the Chairman of the Board of Directors of the Association may replace change the membership of any absent or disqualified member committee at any meeting of such committee. In the absence time, fill vacancies therein, discharge any committee or disqualification of a member of a committee, the member thereof either with or members thereof present without cause at any meeting time, and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act change at any time the meeting in the place authority and responsibility of any such absent or disqualified membercommittee. A majority of the members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any committee shall be present reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require to be reported to it in person at the resolution creating any meeting of the such committee. Any action by any committee in order shall be subject to constitute a quorum for the transaction of business at such meetingrevision, alteration, and approval by the act Board 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 meetingDirectors, 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, except to the extent otherwise provided in the resolution of the Board designating creating 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 which may require it; provided, however, that no rights or acts of third parties shall be affected by any such committee shall have such power revision 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 to be submitted to stockholders for approval or (ii) adopting, amending or repealing these By-laws. In addition, each committee of the Board so appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the Board. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Boardalteration.

Committees of the Board. The Board may may, by resolution passed by a majority of the whole Board and with the prior written consent of Oakleigh Xxxxxx and Ripplewood, designate one or more committees, each committee to consist of one or more Directorsdirectors. The initial committees formed by the Board are the Audit Committee and the Compensation Committee, each of which possesses powers and responsibilities similar to the powers and responsibilities of equivalent committees at businesses of a similar size to the Corporation. Each of the Audit Committee and the Compensation Committee shall at all times include: (a) Oakleigh Xxxxxx or such other director as he may designate, (ii) a director designated by Ripplewood and (iii) if applicable, a director designated in accordance with Section 4.03 of the Stockholders Agreement. Subject to the foregoing sentence, the Board 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 such committee. In ; provided that if such committee member was designated to serve on the absence or disqualification Board pursuant to Section 4.03 of a member of a committeethe Stockholders Agreement, the party who designated such 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. A majority of the members of any committee of the Board shall be present in person at any meeting of the entitled to designate such committee in order to constitute a quorum for the transaction of business at such meeting, 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 presentreplacement. Any committee of the Board, to the extent provided in the resolution of the Board designating such committee, and consented to by the member of the Board designated by Oakleigh Xxxxxx and Ripplewood, 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 which may require it, in each case to the extent permitted under the General Corporation Law; provided, however, that no such committee the Board shall have such power or authority in reference to not delegate its responsibility for the 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 overall management and supervision of the Board so appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the BoardCorporation. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.

Committees of the Board. The Board 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 Directorsdirectors. The Board 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 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 such member or they members constitute a quorum, may unanimously appoint another Director director to act at the meeting in the place of any such absent or disqualified member. 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 meeting, 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, 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 which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the following matters: Certificate of Incorporation (iexcept 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) approving of the General Corporation Law, fix the designations and any of the preferences or adoptingrights 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 Sections 251, 252, 254, 255, 256, 257, 258, 263 or 264 of the General Corporation Law, recommending to the stockholdersstockholders the sale, any action lease or matter 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 Bylaws; provided further, however, that, unless expressly required by 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 Section 253 of 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 appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the BoardLaw. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.

Committees of the Board. Section 3.1 The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate one two or more directors to constitute an Executive Committee and other committees, each of which, 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 and the management of the Association. The designation of any committee and the delegation thereto of authority shall not operate to consist relieve the Board of one Directors, or more Directorsany member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board may designate one of Directors reserves to itself alone the power to act on (1) dissolution, merger or more consolidation, 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 alternate members hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any committeeresolution of the Board which by its terms is not so amendable or repealable, who and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors or the Chairman of the Board of Directors of the Association may replace change the membership of any absent or disqualified member committee at any meeting of such committee. In the absence time, fill vacancies therein, discharge any committee or disqualification of a member of a committee, the member thereof either with or members thereof present without cause at any meeting time, and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act change at any time the meeting in the place authority and responsibility of any such absent or disqualified membercommittee. A majority of the members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any committee shall be present reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require to be reported to it in person at the resolution creating any meeting of the such committee. Any action by any committee in order shall be subject to constitute a quorum for the transaction of business at such meetingrevision, alteration, and approval by the act Board 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 meetingDirectors, 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, except to the extent otherwise provided in the resolution of the Board designating creating 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 which may require it; provided, however, that no rights or acts of third parties shall be affected by any such committee shall have such power revision 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 to be submitted to stockholders for approval or (ii) adopting, amending or repealing these By-laws. In addition, each committee of the Board so appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the Board. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Boardalteration.

Committees of the Board. The Board 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 Directorsdirectors. The Board 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 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 director to act at the meeting in the place of any such absent or disqualified member. 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 meeting, 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, 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 which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the following matters: Certificate of Incorporation (iexcept 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) approving of the General Corporation Law, fix the designations and any of the preferences or adoptingrights 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 stockholdersstockholders the sale, any action lease or matter expressly required by exchange of all or substantially all the General Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation Law to be submitted to stockholders for approval or (ii) adoptingthe revocation of a dissolution, or amending or repealing these By-laws. In addition; provided further, each committee however, that, unless expressly so provided in the resolution of the Board so appointed may appoint designating such committee, no such committee shall have the power or authority to declare a sub-committee dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Board in furtherance of the duties delegated to it by the BoardGeneral Corporation Law. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.

Committees of the Board. The Board may 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 Directorsdirectors. The Board may designate one (1) or more Directors directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of 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 director to act at the meeting in the place of any such absent or disqualified member. 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 meeting, 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, 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 which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the following matters: Certificate of Incorporation (iexcept 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) approving of the General Corporation Law, fix the designations and any of the preferences or adoptingrights 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 stockholdersstockholders the sale, any action lease or matter 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 Bylaws; provided further, however, that, unless expressly required by 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 Section 253 of 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 appointed may appoint a sub-committee of the Board in furtherance of the duties delegated to it by the BoardLaw. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.