Common use of Special Committees Clause in Contracts

Special Committees. In addition to the standing committees provided in Section 4.01 above, the Board of Directors may, by resolution passed by a majority of the whole board, designate one or more special 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 thereof present at any meeting and not disqualified from voting, whether or not he or they 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. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board when required. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any committee designated hereunder shall have and may exercise all the powers of the Board of Directors, except with respect to: (i) the approval of any action which, under Chapter 78 of the Nevada Revised Statutes, also requires the approval of the full Board of Directors, or the stockholders of the outstanding shares; (ii) the filling of vacancies on the Board of Directors or in any committee; (iii) the amendment or repeal of bylaws or the adoption of new bylaws; (iv) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; (v) a distribution to the stockholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or (vi) the appointment of any other committees of the Board of Directors or the members thereof.