Designation of Committees. Subject to Article XIII of the Restated Certificate of Incorporation, the board of 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. Subject to Article XIII of the Restated Certificate of Incorporation, the 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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
