Common use of Executive and Other Committees Clause in Contracts

Executive and Other Committees. 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 present at any meeting and not disqualified from voting, whether or not such 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: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate records.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including without limitation the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board 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 Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Lazard Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not Directors of the board of directorsCompany; provided, however, that no such committee shall have and or may exercise all the powers and any authority of the board of directors in Lazard Board. Notwithstanding anything herein to the management of contrary, no committee (including 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 Executive Committee) shall have the power or authority in reference (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the following matters: (a) approving Chairman of the Board or adoptingthe Chief Executive Officer, or recommending to the stockholders, any action or matter expressly required which actions may only be taken by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth Lazard Board in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsaccordance with this Section 3.02.

Executive and Other Committees. The board Board of directors Directors, by resolution or resolutions adopted by a majority of the full Board of Directors, may designate one or more members of the Board of Directors to constitute an Executive Committee, and one or more other committees, which shall in each case be comprised of such number of directors as the Board of Directors may determine from time to time. Unless precluded by applicable law or rule of the New York Stock Exchange, each committee to consist of one or more of the directors Board of the corporation. The board may designate one or more directors Directors, other than any nomination committee with respect to Class A 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 present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting term is defined in the place Company's Restated Certificate of Incorporation), shall include at least one Class B Director at all times, unless a majority of Class B Directors consents to a committee not having any Class B Directors. Subject to such restrictions as may be contained in the Company's Restated Certificate of Incorporation or that may be imposed by the DGCL, any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, committee shall have and may exercise all the such powers and authority of the board Board of directors Directors in the management of the business and affairs of the corporationCompany as the Board of Directors may determine by resolution and specify in the respective resolutions appointing them, and may authorize the seal of the corporation Company 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: (a) approving or adopting, or recommending to the stockholdersstockholders of the Company, any action or matter expressly required by the Delaware General Corporation Law DGCL to be submitted to the stockholders for approval or approval, (b) adopting, amending or repealing any bylaw Bylaw of the corporationCompany, or (c) actions set forth in Section 7(b) of this Article III. Each duly authorized action taken with respect to a given matter by any such duly appointed committee of the Board of Directors shall have the same force and effect as the action of the full Board of Directors and shall constitute for all purposes the action of the full Board of Directors with respect to such matter. The delegation Board of authority Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the members of any such committee shall constitute a quorum. The Board of Directors shall name a chairman at the time it designates members to a committee. Each such committee shall appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall not operate be conducted in accordance with the provisions of Sections 4 and 6 of this Article III as the same shall from time to relieve the board of directors or any time be amended. Any member of any such committee elected or appointed by the board from any responsibility imposed Board of Directors may be removed by law. Subject the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the foregoingcontract rights, if any, of the board person so removed. Election or appointment of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board a member of directors does not establish other procedures, each a committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board not of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsitself create contract rights.

Executive and Other Committees. (a) The board Board of directors may Directors may, by a resolution or resolutions approved by 75% of the Whole Board, designate one or more committees, each committee to of which shall consist of one three or more Directors as set forth in the resolution designating such committee. The membership of each committee shall be determined by resolution approved by 75% of the directors of the corporationWhole Board. The board may Board of Directors may, by resolution similarly adopted, 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 present at any meeting and not disqualified from voting, whether or not such 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, committee may to the extent provided permitted by law exercise such powers and shall have such responsibilities as shall be specified 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: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directorsdesignating resolution. Each committee shall keep regular written minutes of its proceedings and shall report such proceedings to the Board of Directors when required. (b) A whole number of Directors equal to at least a majority of the total number of members of any committee shall constitute a quorum for the transaction of business, unless the Board of Directors shall otherwise provide by resolution approved by 75% of the Whole Board. A majority of the total number of members of any committee may determine its action and fix the time and place of its meetings, which unless the Board of Directors shall otherwise provide. Notice of such meetings shall be reported given to the board of directors when required and submitted to the secretary each member of the corporation for inclusion committee in the corporate recordsmanner provided in Section 3.04. The Board of Directors shall have the power, by resolution approved by 75% of the Whole Board, at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. (c) Sections 3.08(a) and 3.08(b) may be altered, amended or repealed only by the affirmative vote of 75% of the Whole Board or by the affirmative vote of the holders of at least 75% of the voting power of all Voting Stock then outstanding, voting together as a single class.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board 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 Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Lazard Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not Directors of the board of directorsCompany; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsLazard Board.

Executive and Other Committees. The board Board may designate, by resolution adopted by a majority of directors may designate the Board, from among its members an executive committee and one or more other committees, each committee to consist consisting of one or more of directors, subject to the directors of the corporation. The board following: (a) Each such committee shall have and may designate one or more directors as alternate members of any committeeexercise, 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 present at any meeting consistent with and not disqualified from voting, whether or not such 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 directorsBoard designating such committee, 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 corporationBoard, 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: (ai) approving or adopting, or recommending to the stockholdersStockholders, any action or matter expressly required by the Delaware General Corporation Law DGCL to be submitted to stockholders Stockholders for approval approval, or (bii) adopting, amending or repealing any bylaw of the corporationCorporation. (b) Each member of any such committee shall hold office until the next regular annual meeting of the Board following his designation and until his successor is designated, elected and qualified. Any vacancy in any such committee may be filled by a resolution adopted by a majority of the Board. The Board, by resolution adopted by a majority of the Board, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Any member of any such committee may be removed at any time with or without cause by resolution adopted by a majority of the Board. Any member of any such committee may resign from such committee at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (c) Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the holding of its meetings and the conduct of its business, subject to the following: (i) a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business; (ii) the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee; and (iii) in other respects each committee shall hold its meetings and conduct its business in the same manner as does the Board pursuant to Article 4 of the Bylaws (including, without limitation, the taking of action without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of such committee and be filed with the minutes of the proceedings of such committee). Each such committee shall keep minutes or other records of its proceedings and shall report its actions to the Board as requested and at regularly scheduled meetings of the Board. (d) The designation of any such committee and the delegation thereto of authority to any committee shall not operate to relieve the board of directors Board, or any member of the board from Board, of any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate records.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board 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 Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such [[6065250]] responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, to the extent provided however, that, except as set forth in the resolution of the board of directorsfollowing sentence, 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 or may exercise any authority of the power or authority in reference Lazard Board. Except as specifically set forth herein regarding the Managing Members, with respect to any and all matters hereunder relating to the following matters: (a) approving or adoptingPIPR Interests, or recommending including the determinations, allocations, valuations and other matters contemplated by Section 5.05 and all determinations pursuant to the stockholdersany PIPR Agreement, any action provision hereunder requiring the act or matter expressly required approval of the Lazard Board shall be deemed satisfied (with respect to such act or approval of the Lazard Board) if the act or approval is taken or approved by the Delaware General Corporation Law to be submitted to stockholders for approval Lazard Board or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsCompensation Committee.

Executive and Other Committees. The board Finance Board may, by resolution adopted by a majority of directors may the Directors then in office, designate an executive committee (an “Executive Committee”) to exercise, subject to applicable provisions of law, all the powers of the Finance Board in the management of the business and affairs of the Company when the Finance Board is not in session, and may, by resolution similarly adopted, designate one or more other committees; provided, that any action that shall require the unanimous approval of the Directors pursuant to Section 13(f) may not be taken by the Executive Committee. The Executive Committee and each such other committee to shall consist of one two or more Directors of the directors of the corporationCompany. The board Finance 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Finance Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Finance Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Finance Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 13(d). The Finance Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Finance Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not Directors of the board of directorsCompany; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsFinance Board.

Executive and Other Committees. The board Board may, by resolution passed by a majority of directors may the 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 ; provided, however, that in the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member he, she or members 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 member of any committee, or any alternate or substitute member of any committee, may participate in any meeting of such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at the meeting. Any such committee, to the extent provided in the resolution of resolutions creating the board of directorssame, 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, Corporation 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 amend the Charter, adopt an agreement of merger or consolidation, recommend to the following matters: (a) approving Stockholders the sale, lease or adoptingexchange of all or substantially all of the Corporation’s property and assets, or recommending recommend to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw Stockholders a dissolution of the corporation. The delegation Corporation or a revocation of a dissolution or amend the By-Laws, and, unless the resolution creating the same so provides, no such committee shall have the power or authority to any committee shall not operate declare a dividend or to relieve authorize the board issuance of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directorsstock. Each committee shall keep regular written minutes of its meetings, which proceedings and shall report such minutes to the Board when required. All such proceedings shall be reported subject to alteration or revision by the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsBoard; provided, however, that third parties shall not be prejudiced by such revision or alteration.

Executive and Other Committees. (a) 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 present at any meeting and not disqualified from voting, whether or not such 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: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate records.

Executive and Other Committees. The board Board of directors Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more committees, other 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 present at any meeting and not disqualified from voting, whether or not such 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 committeewhich, to the extent provided in the such resolution of the board of directors, shall have and may exercise all the powers and authority of the board Board of directors in the management of the business and affairs of the corporationDirectors, and may authorize the seal of the corporation to be affixed to all papers which may require it; but except that no such committee shall have the power or authority in reference to the following matters: to: (a) approving approve or adopting, recommend to Shareholders actions or recommending to the stockholders, any action or matter expressly proposals required by the Delaware General Corporation Law law to be submitted to stockholders for approval or approved by Shareholders; (b) adoptingdesignate candidates for the office of Director, amending for purposes of proxy solicitation or repealing otherwise; (c) fill vacancies on the Board of Directors or any bylaw committee thereof; (d) amend the Bylaws; (e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors; or (f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors" having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the corporationshares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State. The delegation Board of authority to Directors, by resolution adopted in accordance with this section, may designate one or more Directors as alternate members of any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoingsuch committee, the board of directors who may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion act in the corporate recordsplace and stead of any absent member or members at any meeting of such committee.

Executive and Other Committees. The board Board of directors may Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session, including without limitation the power to declare dividends, to authorize the issuance of the Corporation’s capital stock and to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL, and may, by resolution similarly adopted, designate one or more other committees, . The Executive Committee and each such other committee to shall consist of one two 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. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting 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 Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these Bylaws. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Board from appointing one or more committees consisting in the resolution whole or in part of persons who are not directors of the board of directorsCorporation; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsBoard.

Executive and Other Committees. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the directors Board of Directors in the management 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 business and affairs of the committeeCorporation between meetings of the Board of Directors, including the power to authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the Bylaws or otherwise to act (other than to make recommendations) where it is provided by law or by the Certificate of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the Certificate of Incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. In the absence or disqualification of a member of a committee, the member or number of members thereof present at any meeting and not disqualified from voting, whether or not such 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 Each such committee, committee other than the Executive Committee shall have such name as may be determined from time to time by the extent provided in the resolution Board of Directors. A majority of the board committee shall constitute a quorum for the transaction 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 at any meeting for which written notice has been given to all papers members or for which may require it; but no notice has been waived by all members. Each such committee shall have the power keep a record of its proceedings and may hold meetings upon one (1) day’s written notice or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required upon waiver of notice signed by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw all of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member members of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual either before or after said committee meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate records.

Executive and Other Committees. The Board of Directors, by the affirmative vote of a majority of the number of Directors required at the time to constitute a full board of directors as fixed in or determined pursuant to these by-laws as then in effect, may designate one or more committees, each committee to consist of one two or more of its members to constitute an Executive Committee, which committee shall, when the directors Board of the corporation. The board Directors is not in session, have and 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 present at any meeting and not disqualified from voting, whether or not such 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 committeeexercise, to the extent provided in the by resolution of the board Board of directorsDirectors, shall have and may exercise from time to time, all the powers and authority of the board Board of directors in Directors (including all action which may be taken by the management Board of Directors as by law, by the business and affairs certificate of incorporation or by the corporationby-laws provided) insofar as such powers may be lawfully delegated, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. The Board of Directors, by the affirmative vote of a majority of the number of Directors required at the time to constitute a full board as fixed in or determined pursuant to these by-laws as then in effect, may also appoint other committees, the members of which may, but need not, be Directors, the number composing such committees, not less than two, and the powers (to be advisory only if all the members are not Directors) conferred upon them to be determined by resolution of the Board of Directors. No committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or 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 by-laws; but and unless the resolution shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Vacancies in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required membership of committees shall be filled by the Delaware General Corporation Law to Board of Directors at a regular meeting or at a special meeting. At any meeting of any committee a majority of the whole committee shall constitute a quorum and except as otherwise provided by statute or by the certificate of incorporation or by the by-laws the affirmative vote of at least a majority of the members present at a meeting at which there is a quorum shall be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw the act of the committee. The Secretary of the corporation, or in his absence, an Assistant Secretary, or other person designated by a committee, shall act as secretary of such committee. The delegation of authority to any committee shall not operate to relieve the board of directors or any member Executive Committee and each of the board other committees, except as otherwise provided by resolution of the Board of Directors, shall fix the time and place of its meetings within or without the State of Delaware, shall adopt its own rules and procedure, and shall keep a record of its acts and proceedings and report the same from any responsibility imposed by law. Subject time to time to the foregoing, the board Board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsDirectors.

Executive and Other Committees. 17.1 The board of directors Directors may designate by resolution appoint one or more committees, each committee to consist committees consisting 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 present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, of their body as they think fit and may unanimously appoint another member delegate to any such committee between meetings of the board Board such powers of directors the Board [except the power to act at the meeting fill vacancies in the place Board and the power to change the membership of or fill vacancies in any such absent or disqualified member. Any such committee, to the extent provided in the resolution committee of the board of directors, shall have Board and the power to appoint or remove officers appointed by the Board] subject to such conditions as may exercise all the powers and authority of the board of directors be prescribed in the management of the business and affairs of the corporationsuch resolution, 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: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee so appointed shall keep regular minutes of its meetingstheir transactions and shall cause them to be recorded in books kept for that purpose, which and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Directors shall also have power at any time to revoke or override any authority given to or acts to be done by any such committees except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of a committee and to fill vacancies in it. Committees may make rules for the conduct of their business and may appoint such assistants as they may deem necessary. A majority of the members of a committee shall constitute a quorum thereof. 17.2 Any committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be reported to the board determined by a majority of directors when required and submitted to the secretary votes of the corporation for inclusion members of the committee present, and in case of an equality of votes the corporate recordsChairman shall not have a second or casting vote. A resolution approved in writing by all the members of the Executive Committee or any other committee shall be as valid and effective as if it had been passed at a meeting of such committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

Executive and Other Committees. The board Board of directors may Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee and one or more other committees, each such committee to consist of one or more directors as the Board of Directors may from time to time determine. Any such committee, to the extent provided in such resolution or resolutions, shall have and may exercise all the powers and authority of the directors Board of Directors in the management 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 business and affairs of the committeeCorporation between meetings of the Board of Directors, including the power to authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have such power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amend the Bylaws or otherwise to act (other than to make recommendations) where it is provided by law or by the Certificate of Incorporation that any vote or action, in order to bind the Corporation, shall be taken by the Directors, and unless the resolution creating such committee or the Certificate of Incorporation shall expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law of the State of Delaware. In the absence or disqualification of a member of a committee, the member or number of members thereof present at any meeting and not disqualified from voting, whether or not such 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 Each such committee, to committee other than the extent provided in the resolution of the board of directors, Executive Committee shall have and such name as 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 be determined from time 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: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required time by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw Board of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsDirectors.

Executive and Other Committees. The board Board of directors may Directors may, by ------------------------------ resolution adopted by a majority of the whole Board, designate an Executive Committee, and one or more additional committees, to exercise, subject to applicable provisions of law, such powers of the Board in the management of the business and affairs of the Company as set forth in said resolution, 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 to be submitted to the stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the Company. The Executive Committee and each such other committee to shall consist of one two or more of the directors of the corporationCompany. 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. Any such committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting 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 Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board of Directors when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Paragraph 3.6 of these Bylaws. The Board of Directors shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee, . Nothing herein shall be deemed to prevent the extent provided Board of Directors from appointing one or more committees consisting in the resolution whole or in part of persons who are not directors of the board of directorsCompany; provided, 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 corporationhowever, and may authorize the seal of the corporation to be affixed to all papers which may require it; but that no such committee shall have the power or may exercise any authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation Board of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsDirectors.

Executive and Other Committees. The board Lazard Board may, by resolution adopted by a majority of directors the Lazard Board then in office, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Lazard Board in the management of the business and affairs of the Company when the Lazard Board is not in session, including the power to make distributions, to authorize the issuance of Interests if and to the extent permitted by this Agreement and to approve mergers of the Company, and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee and each such other committee shall consist of two or more Directors of the Company. The Lazard Board 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 Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of a any member of a committeesuch committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute constituting a quorum, may unanimously appoint another member of the board of directors Lazard Board to act at the meeting in the place of any such absent or disqualified member. Any Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Lazard Board when required. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Lazard Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.02(d). The Lazard Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Lazard Board from appointing one or more committees consisting in whole or in part of persons who are not Directors of the Company; provided, to the extent provided however, that, except as set forth in the resolution of the board of directorsfollowing sentence, 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 or may exercise any authority of the power or authority in reference Lazard Board. Except as specifically set forth herein regarding the Managing Members, with respect to any and all matters hereunder relating to the following matters: (a) approving or adoptingPIPR Interests, or recommending including the determinations, allocations, valuations and other matters contemplated by Section 5.05 and all determinations pursuant to the stockholdersany PIPR Agreement, any action provision hereunder requiring the act or matter expressly required approval of the Lazard Board shall be deemed satisfied (with respect to such act or approval of the Lazard Board) if the act or approval is taken or approved by the Delaware General Corporation Law to be submitted to stockholders for approval Lazard Board or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsCompensation Committee.

Executive and Other Committees. (a) The board of directors may designate one or more committeesTrustees may, each committee but shall not be required to, elect from their own number an Executive Committee to consist of not less than two members, which number shall include the Chairperson of the Board of Trustees, who shall be a voting member thereof. The Executive Committee shall be elected by a resolution passed by a vote of at least a majority of the Trustees then in office. The Trustees may also elect or appoint from time to time from their own number other committees consisting of one or more Persons, the number composing such committees and the powers conferred upon the same to be determined by vote of the directors Trustees, but shall be less than a quorum of the corporation. The board may designate one or more directors as alternate members full Board of Trustees. (b) Vacancies occurring in the Executive Committee from any committee, who may replace any absent or disqualified member cause shall be filled by the Trustees by a resolution passed by the vote of at any meeting least a majority of the committee. In Trustees then in office. (c) All action by the absence or disqualification Executive Committee shall be reported to the Trustees at their meeting next succeeding such action. (d) During the intervals between the meetings of a member of a committeethe Trustees, the member Executive Committee, if any, or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member the Chairperson of the board Board of directors to act at Trustees, except as limited by the meeting in the place of any such absent Bylaws or disqualified member. Any such committee, to the extent provided in the resolution by specific directions of the board of directorsTrustees, shall have possess and may exercise all the powers and authority of the board of directors Trustees in the management and direction of the business and conduct of the affairs of the corporationTrust in such manner as the Executive Committee or Chairperson of the Board of Trustees shall deem to be in the best interests of the Trust, and may shall have power to authorize the seal of the corporation Trust 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: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board of directors may provide such powers, limitations instruments and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary of the corporation for inclusion in the corporate recordsdocuments requiring same.

Executive and Other Committees. The board Board of directors Directors, by --------- ------------------------------ resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee and one or more committeesother committees each of which, each to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to: (a) Approve or recommend to consist shareholders actions or proposals required by law to be approved by shareholders. (b) Fill vacancies on the Board of one Directors or any committee thereof. (c) Adopt, amend, or repeal the Bylaws. (d) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors. (e) Authorize or approve the issuance or sale, or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the Board of Directors may authorize a committee (or a senior executive officer of the Corporation) to do so within limits specifically prescribed by the Board of Directors. Each committee must have two or more members who serve at the pleasure of the directors Board of the corporationDirectors. The board Board, by resolution adopted in accordance with this Section, may designate one or more directors as alternate members of any committee, such committee who may replace act in the place and xxxxx of any absent member or disqualified member members at any meeting of the such committee. In Neither the absence or disqualification designation of a member of a any such committee, the member or members present at any meeting and not disqualified from votingdelegation thereto of authority, whether or not such 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 nor action by such committee pursuant to such authority shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required alone constitute compliance by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board Board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board Directors not a member of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were in question with his responsibility to act in good faith, in a manner he reasonably believes to be in the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary best interest of the corporation for inclusion Corporation, and with such care as an ordinarily prudent person in the corporate recordsa like position would use under similar circumstances.

Executive and Other Committees. The board of directors may designate one create an executive committee or more committeesany other committee of directors, each committee to consist of one or more directors (subject to any other requirements as to the number of directors serving on a committee that may be imposed by law or the rules and regulations of the directors of the corporation. The board may designate one Securities and Exchange Commission 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 present at any meeting and not disqualified from voting, whether or not such 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 corporationother regulatory authority), and may authorize the seal delegation to such executive committee or other committees of any of the corporation to authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors. Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be affixed to all papers which may require it; but no such committee shall have the power or authority in reference subject to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw control and direction of the corporationdirectors. The delegation of authority to any Such executive committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board other committee of directors may provide such powers, limitations and procedures act by a majority of its members at a meeting or by a writing or writings signed by all of its members. Any act or authorization of any act by the executive committee or any other committee within the authority delegated to it shall be as effective for such committees all purposes as the board deems advisableact or authorization of the directors. To No notice of a meeting of the extent the board executive committee or of any other committee of directors does not establish other procedures, each committee shall be governed required. A meeting of the executive committee or of any other committee of directors may be called only by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting)chairman of the board, 3.05 through 3.09 and 7.01 and 7.02 as if the chief executive officer or president or by a member of such executive or other committee were the board of directors. Each Meetings of the executive committee shall keep regular minutes or of its meetings, which shall be reported to the board any other committee of directors when required may be held through any communications equipment if all persons participating can hear each other and submitted participation in such a meeting shall constitute presence thereat. RECOMMENDATION AND VOTE The proposed amendment to Section 2.10 of our Code of Regulations requires the secretary affirmative vote of the corporation holders of a majority of our outstanding common shares on the Record Date. Proxies will be voted for inclusion in the corporate records.amendment unless contrary instructions are set forth on your proxy. Abstentions and broker non-votes will have the same legal effect as a vote against the proposed

Executive and Other Committees. The board Board of directors Directors, by --------- ------------------------------ resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee and one or more committeesother committees each of which, each to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to: (a) Approve or recommend to consist shareholders actions or proposals required by law to be approved by shareholders. (b) Fill vacancies on the Board of one Directors or any committee thereof. (c) Adopt, amend, or repeal the Bylaws. (d) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors. (e) Authorize or approve the issuance or sale, or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the Board of Directors may authorize a committee (or a senior executive officer of the Corporation) to do so within limits specifically prescribed by the Board of Directors. Each committee must have two or more members who serve at the pleasure of the directors Board of the corporationDirectors. The board Board, by resolution adopted in accordance with this Section, may designate one or more directors as alternate members of any committee, such committee who may replace act in the place and stead of any absent member or disqualified member members at any meeting of the such committee. In Neither the absence or disqualification designation of a member of a any such committee, the member or members present at any meeting and not disqualified from votingdelegation thereto of authority, whether or not such 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 nor action by such committee pursuant to such authority shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required alone constitute compliance by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoing, the board Board of directors may provide such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board Directors not a member of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate to an annual meeting), 3.05 through 3.09 and 7.01 and 7.02 as if the committee were in question with his responsibility to act in good faith, in a manner he reasonably believes to be in the board of directors. Each committee shall keep regular minutes of its meetings, which shall be reported to the board of directors when required and submitted to the secretary best interest of the corporation for inclusion Corporation, and with such care as an ordinarily prudent person in the corporate recordsa like position would use under similar circumstances.

Executive and Other Committees. The board of directors Board may designate appoint one or more committees, each committee to consist consisting of one two or more directors, and delegate to such committees any of the authority of the Board except with respect to: (a) The approval of any action for which the California General Corporation Law also requires shareholders' approval or approval of the outstanding shares; (b) The filling of vacancies on the Board or on any committee; (c) The fixing of compensation of the directors for serving on the Board or on any committee; (d) The amendment or repeal of By-Laws or the adoption of new By-Laws; (e) The amendment or repeal of any resolution of the corporationBoard which by its express terms is not so amendable or repealable; (f) A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board; (g) The appointment of other committees of the Board or the members thereof. Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The board may designate one or more directors as alternate members Board shall have the power to prescribe the manner in which proceedings of any committee, who may replace any absent or disqualified member at any meeting of the committeesuch committee shall be conducted. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such 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 committeeprescription, 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 to prescribe the manner in which its proceedings shall be conducted. Unless the Board or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the corporation. The delegation of authority to any such committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Subject to the foregoingotherwise provide, the board regular and special meetings and other actions of directors may provide any such powers, limitations and procedures for such committees as the board deems advisable. To the extent the board of directors does not establish other procedures, each committee shall be governed by the procedures set forth in Sections 3.04 (except as they relate provisions of this Article applicable to an annual meeting), 3.05 through 3.09 meetings and 7.01 and 7.02 as if actions of the committee were the board of directorsBoard. Each committee shall keep regular minutes of its meetings, which Minutes shall be reported to the board kept of directors when required and submitted to the secretary each meeting of the corporation for inclusion in the corporate recordseach committee.