Common use of Standing Committees Clause in Contracts

Standing Committees. (a) The Board may appoint an Executive Committee, an Audit Committee and a Compensation Committee, consisting of such number of members as the Board may designate, consistent with the Articles, these Bylaws and the laws of the State of Nevada. (b) The Executive Committee shall have and may exercise, when the Board is not in session, all of the powers of the Board in the management of the business and affairs of the Corporation, but the Executive Committee shall not have the power to fill vacancies on the Board, to change the membership of or to fill vacancies in the Executive Committee or any other Committee of the Board, to adopt, amend or repeal these Bylaws or to declare dividends or other distributions. (c) The Audit Committee shall select and engage, on behalf of the Corporation and subject to the consent of the stockholders, and fix the compensation of, a firm of certified public accountants. It shall be the duty of the firm of certified public accountants, which firm shall report to the Audit Committee, to audit the books and accounts of the Corporation and its consolidated subsidiaries. The Audit Committee shall confer with the auditors to determine, and from time to time shall report to the Board upon, the scope of the auditing of the books and accounts of the Corporation and its consolidated subsidiaries. If required by Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Audit Committee and the Audit Committee shall comply with such charter in the performance of its duties. (d) The Compensation Committee shall establish a general compensation policy for the Corporation's directors and elected officers and shall have responsibility for approving the compensation of the Corporation's directors, elected officers and any other senior officers determined by the Compensation Committee. The Compensation Committee shall have all of the powers of administration granted to the Compensation Committee under the Corporation's non-qualified employee benefit plans, including any stock incentive plans, long-term incentive plans, bonus plans, retirement plans, deferred compensation plans, stock purchase plans and medical, dental and insurance plans. In connection therewith, the Compensation Committee shall determine, subject to the provisions of such plans, the directors, officers and employees of the Corporation eligible to participate in any of the plans, the extent of such participation and the terms and conditions under which benefits may be vested, received or exercised. The Compensation Committee may delegate any or all of its powers of administration under any or all of the Corporation's non-qualified employee benefit plans to any committee or entity appointed by the Compensation Committee. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Compensation Committee and the Compensation Committee shall comply with such charter in the performance of its duties.

Standing Committees. The Executive Committee will integrate the expertise of the Members and the Independent Governors into oversight of the management and operation of the Laboratory through the following six standing committees, which will report to the full Board: (ai) The Board may appoint Mission Committee will be responsible for addressing current and future issues related to the nation’s national defense and their relation to current Laboratory initiatives, capabilities and strategic plans. This Committee will be chaired by an Independent Governor with expertise in national defense issues and appointed by the Executive Committee, an Audit Committee and a Compensation Committee, consisting of such number of members as the Board may designate, consistent with the Articles, these Bylaws and the laws of the State of Nevada. (bii) The Executive Science and Technology Committee shall have and may exercise, when will be responsible for addressing the Board is not in session, all state of the powers Laboratory’s scientific expertise and the ability to attract and retain scientific staff in core and critical technical areas. This Committee will be chaired by a Governor appointed by the Chair. (iii) The Nominations and Compensation Committee will be responsible for addressing the selection, performance, compensation and other aspects of the Board in Laboratory Director and other Key Personnel. This Committee will be chaired by a Governor appointed by the management Chair. (iv) The Ethics and Audit Committee will be responsible for addressing the integrity of the Laboratory financial system and other aspects of Laboratory operations, including for example internal controls, whistle- blower issues, procurement integrity, and human resources issues. This Committee will be chaired by a Governor appointed by the Vice Chair. (v) The Laboratory and Business Operations Committee will be responsible for addressing the quality and efficacy of the business and affairs operations of the Corporation, but Laboratory and will seek to install best practices throughout the Executive Laboratory. This Committee shall not have will be chaired by a Governor appointed by the power to fill vacancies on the Board, to change the membership of or to fill vacancies in the Executive Committee or any other Committee of the Board, to adopt, amend or repeal these Bylaws or to declare dividends or other distributionsVice Chair. (cvi) The Audit Weapons Complex Integration Committee shall select and engage, on behalf will be responsible for addressing matters related to the integration of the Corporation and subject to the consent of the stockholders, and fix the compensation of, a firm of certified public accountants. It shall be the duty of the firm of certified public accountants, which firm shall report to the Audit Committee, to audit the books and accounts of the Corporation and its consolidated subsidiaries. The Audit Committee shall confer NNSA weapons complex with the auditors to determinegoal of achieving an agile, flexible and from time to time shall report to the Board upon, the scope of the auditing of the books efficient complex. This Committee will be chaired by an Independent Governor with expertise in national defense matters and accounts of the Corporation and its consolidated subsidiaries. If required by Nevada or federal laws, rules or regulations, or appointed by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Audit Committee and the Audit Committee shall comply with such charter in the performance of its dutiesExecutive Committee. (dvii) The Compensation Safeguards and Security Committee shall establish a general compensation policy will be responsible for addressing the Corporation's directors adequacy of security and elected officers and shall have responsibility for approving safeguards at the compensation of the Corporation's directors, elected officers and any other senior officers determined Laboratory. This Committee will be chaired by the Compensation Committee. The Compensation Committee shall have all of the powers of administration granted to the Compensation Committee under the Corporation's non-qualified employee benefit plans, including any stock incentive plans, long-term incentive plans, bonus plans, retirement plans, deferred compensation plans, stock purchase plans and medical, dental and insurance plans. In connection therewith, the Compensation Committee shall determine, subject to the provisions of such plans, the directors, officers and employees of the Corporation eligible to participate in any of the plans, the extent of such participation and the terms and conditions under which benefits may be vested, received Vice Chair or exercised. The Compensation Committee may delegate any or all of its powers of administration under any or all of the Corporation's non-qualified employee benefit plans to any committee or entity other Governor appointed by the Compensation Committee. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Compensation Committee and the Compensation Committee shall comply with such charter in the performance of its dutiesVice Chair.

Standing Committees. Until the earlier of (a) The the fifth anniversary of the Effective Date and (b) the date on which ORIX’s Post-IPO Percentage Ownership first falls below 10%, the Board may appoint an Executive of Directors shall not have any standing committees other than the Audit Committee, Compensation Committee, Nominating Committee and any other committees otherwise required by applicable law or regulation or stock exchange requirements; provided, that, subject to the following provisions of this Section 2.1.4, the Board of Directors may determine to have an additional standing committee (or standing committees) during such period. During such period, all actions and recommendations of any standing committee (other than the Audit Committee and a other than the Compensation Committee, consisting of such number of members as Committee to the Board may designate, consistent with extent Exhibit E provides otherwise) must be subject to the Articles, these Bylaws and the laws of the State of Nevada. (b) The Executive Committee shall have and may exercise, when the Board is not in session, all of the powers approval of the Board in of Directors (which must, for the management avoidance of doubt, be by the affirmative vote of two-thirds of the business entire Board of Directors to the extent required by Section 2.1.3), and affairs at least one member of each standing committee shall be an individual designated by ORIX to be a director pursuant to Section 2.1.1 and one member shall be an individual designated by the Corporation, but the Executive Committee shall not have the power to fill vacancies on the Board, to change the membership of or to fill vacancies in the Executive Committee or any other Committee of the Board, to adopt, amend or repeal these Bylaws or to declare dividends or other distributions. (c) The Audit Committee shall select and engage, Trustees on behalf of the Corporation HL Voting Trust to be a director pursuant to Section 2.1.1; provided, that, each such designee, as applicable, must satisfy the independence requirements, if any, applicable to such committee members under the Exchange rules (in each case after taking into account any controlled-company exception and subject post-initial public offering transition rules, to the consent extent available); provided, further that, each of ORIX and the Trustees on behalf of the stockholders, and fix the compensation of, a firm of certified public accountants. It HL Voting Trust shall be the duty cause its or their respective designated member of the firm Audit Committee to resign from the Audit Committee prior to the first anniversary of certified public accountantsthe effective date of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO; provided, which firm further that in the event that a third independent director that meets the independence requirements applicable to Audit Committee members is not appointed within 90 days of the effective date of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO, then ORIX and the Trustees on behalf of the HL Voting Trust shall report cause its or their respective designated member of the Audit Committee to resign from the Audit Committee within such 90-day period, and, following the appointment of a third independent director that meets the independence requirements applicable to the Audit CommitteeCommittee members, such members will be reappointed to audit the books and accounts of the Corporation and its consolidated subsidiaries. The Audit Committee shall confer with the auditors to determine, and from time to time shall report to the Board upon, the scope of the auditing of the books and accounts of the Corporation and its consolidated subsidiaries. If required by Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Audit Committee and the Audit Committee shall comply with such charter in the performance of its duties. (d) The Compensation Committee shall establish a general compensation policy for the Corporation's directors and elected officers and shall have responsibility for approving the compensation remainder of the Corporation's directors, elected officers and any other senior officers determined by the Compensation Committee. The Compensation Committee shall have all of the powers of administration granted to the Compensation Committee under the Corporation's nonone-qualified employee benefit plans, including any stock incentive plans, long-term incentive plans, bonus plans, retirement plans, deferred compensation plans, stock purchase plans and medical, dental and insurance plans. In connection therewith, the Compensation Committee shall determine, subject to the provisions of such plans, the directors, officers and employees of the Corporation eligible to participate in any of the plans, the extent of such participation and the terms and conditions under which benefits may be vested, received or exercised. The Compensation Committee may delegate any or all of its powers of administration under any or all of the Corporation's non-qualified employee benefit plans to any committee or entity appointed by the Compensation Committee. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Compensation Committee and the Compensation Committee shall comply with such charter in the performance of its dutiesyear period referenced above.

Standing Committees. (a) 5.1.1. The Board may shall appoint an Executive Audit Committee, an Audit Committee and a Compensation Committee, and a Nominating and Corporate Governance Committee, each consisting of such number of members as the Board may designate, consistent with the Articles, these Bylaws and the laws of the State of Nevada. (b) The Executive Committee shall have and may exercise, when the Board is not in session, all of the powers of the Board in the management of the business and affairs of the Corporation, but the Executive Committee shall not have the power to fill vacancies on the Board, to change the membership of or to fill vacancies in the Executive Committee or any other Committee of the Board, to adopt, amend or repeal these Bylaws or to declare dividends or other distributions. (c) 5.1.2. The Audit Committee shall select and engage, on behalf of the Corporation and subject to the consent of the stockholders, and fix the compensation of, a firm of certified public accountants. It shall be the duty of the firm of certified public accountants, which firm shall report to the Audit Committee, to audit the books and accounts of the Corporation and its consolidated subsidiaries. The Audit Committee shall confer with the auditors to determine, and from time to time shall report to the Board upon, the scope of the auditing of the books and accounts of the Corporation and its consolidated subsidiaries. None of the members of the Audit Committee shall be officers or employees of the Corporation. If required by Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's ’s shares shall be listed, the Board shall approve a charter for the Audit Committee Committee, and the Audit Committee shall comply with such charter in the performance of its duties. (d) 5.1.3. The Compensation Committee shall establish a general compensation policy for the Corporation's ’s directors and elected officers and shall have responsibility for approving the compensation of the Corporation's ’s directors, elected officers and any other senior officers determined by the Compensation Committee. The Compensation Committee shall have all of the powers of administration granted to the Compensation Committee under the Corporation's ’s non-qualified employee benefit plans, including any stock incentive plans, long-term incentive plans, bonus plans, retirement plans, deferred compensation plans, stock purchase plans and medical, dental and insurance plans. In connection therewith, the Compensation Committee shall determine, subject to the provisions of such plans, the directors, officers and employees of the Corporation eligible to participate in any of the plans, the extent of such participation and the terms and conditions under which benefits may be vested, received or exercised. None of the members of the Compensation Committee shall be officers or employees of the Corporation. The Compensation Committee may delegate any or all of its powers of administration under any or all of the Corporation's ’s non-qualified employee benefit plans to any committee or entity appointed by the Compensation Committee. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's ’s shares shall be listed, the Board shall approve a charter for the Compensation Committee Committee, and the Compensation Committee shall comply with such charter in the performance of its duties. 5.1.4. The Nominating and Corporate Governance Committee shall identify individuals qualified to become Board members (consistent with the criteria approved by the Board), recommend to the Board director candidates for nomination at the annual meeting of stockholders, and develop and recommend to the Board the Corporation’s corporate governance principles. None of the members of the Nominating and Corporate Governance Committee shall be officers or employees of the Corporation. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation’s shares shall be listed, the Board shall approve a charter for the Nominating and Corporate Governance Committee, and the Nominating and Corporate Governance Committee shall comply with such charter in the performance of its duties.

Standing Committees. The Executive Committee will integrate the expertise of the Members and the Independent Governors into oversight of the management and operation of the Laboratory through the following seven standing committees, which will report to the full Board: (ai) The Board may appoint Mission Committee will be responsible for addressing current and future issues related to the nation’s national defense and their relation to current Laboratory initiatives, capabilities and strategic plans. This Committee will be chaired by an Independent Governor with expertise in national defense issues and appointed by the Executive Committee, an Audit Committee and a Compensation Committee, consisting of such number of members as the Board may designate, consistent with the Articles, these Bylaws and the laws of the State of Nevada. (bii) The Executive Science and Technology Committee shall have and may exercise, when will be responsible for addressing the Board is not in session, all state of the powers Laboratory’s scientific expertise and the ability to attract and retain scientific staff in core and critical technical areas. This Committee will be chaired by a Governor appointed by the Chair. (iii) The Nominations and Compensation Committee will be responsible for addressing the selection, performance, compensation and other aspects of the Board in Laboratory Director and other Key Personnel. This Committee will be chaired by a Governor appointed by the management Chair. (iv) The Ethics and Audit Committee will be responsible for addressing the integrity of the Laboratory financial system and other aspects of Laboratory operations, including for example internal controls, whistle- blower issues, procurement integrity, and human resources issues. This Committee will be chaired by a Governor appointed by the Vice Chair. (v) The Laboratory and Business Operations Committee will be responsible for addressing the quality and efficacy of the business and affairs operations of the Corporation, but Laboratory and will seek to install best practices throughout the Executive Laboratory. This Committee shall not have will be chaired by a Governor appointed by the power to fill vacancies on the Board, to change the membership of or to fill vacancies in the Executive Committee or any other Committee of the Board, to adopt, amend or repeal these Bylaws or to declare dividends or other distributionsVice Chair. (cvi) The Audit Weapons Complex Integration Committee shall select and engage, on behalf will be responsible for addressing matters related to the integration of the Corporation and subject to the consent of the stockholders, and fix the compensation of, a firm of certified public accountants. It shall be the duty of the firm of certified public accountants, which firm shall report to the Audit Committee, to audit the books and accounts of the Corporation and its consolidated subsidiaries. The Audit Committee shall confer NNSA weapons complex with the auditors to determinegoal of achieving an agile, flexible and from time to time shall report to the Board upon, the scope of the auditing of the books efficient complex. This Committee will be chaired by an Independent Governor with expertise in national defense matters and accounts of the Corporation and its consolidated subsidiaries. If required by Nevada or federal laws, rules or regulations, or appointed by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Audit Committee and the Audit Committee shall comply with such charter in the performance of its dutiesExecutive Committee. (dvii) The Compensation Safeguards and Security Committee shall establish a general compensation policy will be responsible for addressing the Corporation's directors adequacy of security and elected officers and shall have responsibility for approving safeguards at the compensation of the Corporation's directors, elected officers and any other senior officers determined Laboratory. This Committee will be chaired by the Compensation Committee. The Compensation Committee shall have all of the powers of administration granted to the Compensation Committee under the Corporation's non-qualified employee benefit plans, including any stock incentive plans, long-term incentive plans, bonus plans, retirement plans, deferred compensation plans, stock purchase plans and medical, dental and insurance plans. In connection therewith, the Compensation Committee shall determine, subject to the provisions of such plans, the directors, officers and employees of the Corporation eligible to participate in any of the plans, the extent of such participation and the terms and conditions under which benefits may be vested, received Vice Chair or exercised. The Compensation Committee may delegate any or all of its powers of administration under any or all of the Corporation's non-qualified employee benefit plans to any committee or entity other Governor appointed by the Compensation Committee. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Compensation Committee and the Compensation Committee shall comply with such charter in the performance of its dutiesVice Chair.

Standing Committees. Until the earlier of (a) The the fifth anniversary of the Effective Date and (b) the date on which ORIX’s Post-IPO Percentage Ownership first falls below 10%, the Board may appoint an Executive of Directors shall not have any standing committees other than the Audit Committee, Compensation Committee, Nominating Committee and any other committees otherwise required by applicable law or regulation or stock exchange requirements; provided, that, subject to the following provisions of this Section 2.1.4, the Board of Directors may determine to have an additional standing committee (or standing committees) during such period. During such period, all actions and recommendations of any standing committee (other than the Audit Committee and a other than the Compensation Committee, consisting of such number of members as Committee to the Board may designate, consistent with extent Exhibit E provides otherwise) must be subject to the Articles, these Bylaws and the laws of the State of Nevada. (b) The Executive Committee shall have and may exercise, when the Board is not in session, all of the powers approval of the Board in of Directors (which must, for the management avoidance of doubt, be by the affirmative vote of two-thirds of the business entire Board of Directors to the extent required by Section 2.1.3), and affairs at least one member of each standing committee shall be an individual designated by ORIX to be a director pursuant to Section 2.1.1 and one member shall be an individual designated by the Corporation, but the Executive Committee shall not have the power to fill vacancies on the Board, to change the membership of or to fill vacancies in the Executive Committee or any other Committee of the Board, to adopt, amend or repeal these Bylaws or to declare dividends or other distributions. (c) The Audit Committee shall select and engage, Trustees on behalf of the Corporation HL Voting Trust to be a director pursuant to Section 2.1.1; provided, that, each such designee, as applicable, must satisfy the independence requirements, if any, applicable to such committee members under the Exchange rules (in each case after taking into account any controlled-company exception and subject post-initial public offering transition rules, to the consent extent available); provided, further that, each of ORIX and the Trustees on behalf of the stockholders, and fix the compensation of, a firm of certified public accountants. It HL Voting Trust shall be the duty cause its or their respective designated member of the firm Audit Committee to resign from the Audit Committee prior to the first anniversary of certified public accountantsthe effective date of the registration statement on Form S-1 filed by the Company with U.S. Securities and Exchange Commission in connection with the IPO; provided, which firm further that in the event that a third independent director that meets the independence requirements applicable to Audit Committee members is not appointed within 90 days of the effective date of the registration statement on Form S-1 filed by the Company with U.S. Securities and Exchange Commission in connection with the IPO, then ORIX and the Trustees on behalf of the HL Voting Trust shall report cause its or their respective designated member of the Audit Committee to resign from the Audit Committee within such 90-day period, and, following the appointment of a third independent director that meets the independence requirements applicable to the Audit CommitteeCommittee members, such members will be reappointed to audit the books and accounts of the Corporation and its consolidated subsidiaries. The Audit Committee shall confer with the auditors to determine, and from time to time shall report to the Board upon, the scope of the auditing of the books and accounts of the Corporation and its consolidated subsidiaries. If required by Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Audit Committee and the Audit Committee shall comply with such charter in the performance of its duties. (d) The Compensation Committee shall establish a general compensation policy for the Corporation's directors and elected officers and shall have responsibility for approving the compensation remainder of the Corporation's directors, elected officers and any other senior officers determined by the Compensation Committee. The Compensation Committee shall have all of the powers of administration granted to the Compensation Committee under the Corporation's nonone-qualified employee benefit plans, including any stock incentive plans, long-term incentive plans, bonus plans, retirement plans, deferred compensation plans, stock purchase plans and medical, dental and insurance plans. In connection therewith, the Compensation Committee shall determine, subject to the provisions of such plans, the directors, officers and employees of the Corporation eligible to participate in any of the plans, the extent of such participation and the terms and conditions under which benefits may be vested, received or exercised. The Compensation Committee may delegate any or all of its powers of administration under any or all of the Corporation's non-qualified employee benefit plans to any committee or entity appointed by the Compensation Committee. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on which the Corporation's shares shall be listed, the Board shall approve a charter for the Compensation Committee and the Compensation Committee shall comply with such charter in the performance of its dutiesyear period referenced above.

Standing Committees. The Senate shall maintain six standing committees. They are the General Education Committee, the Academic Affairs Committee, the Curriculum Committee, the Bylaws and Faculty Code Committee, the Evaluation and Assessment Committee, and the Budget and Planning Committee. The General Education Committee shall be concerned with the study, development, and improvement of the General Education Program. The committee shall review and recommend courses, programs and policies of general education in close cooperation with appropriate academic administrators. It shall perform other duties as may be requested or approved by the Executive Committee. The Academic Affairs Committee shall be concerned with the study and improvement of academic standards, academic policies and regulations, and academic organizational structures. The committee shall review and recommend changes to academic policy (a) section 5-90 of the CWU Policies Manual, General Academic Policies). It shall perform other duties as may be requested or approved by the Executive Committee. The Board Curriculum Committee shall be concerned with the study, development, and improvement of the curriculum, educational programs, and academic policy at the university. It shall cooperate with other individuals, groups, or committees at the university in carrying out its duties. The committee shall review and recommend changes to academic policy (section 5-50 of the CWU Policies Manual, Curriculum Policies and Procedure). It shall perform other duties as may appoint an be requested or approved by the Executive Committee. The Bylaws and Faculty Code Committee shall be concerned with the continuing study and improvement of the Senate Bylaws and the Faculty Code. It shall receive, review, initiate, and make recommendations or proposals for amendments to both documents to the Senate via the Executive Committee, an Audit coordinating its efforts with other individuals, groups or committees as necessary or appropriate. It shall prepare drafts of such amendments and present such drafts to the Senate together with the rationale for such amendments, and do such other similar things as charged by the Executive Committee. The Evaluation and Assessment Committee shall be concerned with assessment tools affecting faculty or requiring faculty input. It shall receive, review, initiate, and a Compensation make recommendations or proposals for assessment tools used for the biennial Faculty Assessment of Academic Administrators, the biennial Senate and Executive Committee Assessments, and do such other similar things as charged by the Executive Committee, consisting of such number of members coordinating its efforts with other individuals, groups or committees as the Board may designate, consistent necessary or appropriate. The Budget and Planning Committee shall be concerned with the Articlesoverall university budget, these Bylaws the implementation of and changes to the budgeting model, and the laws impact of the State university budget on academics. The committee will facilitate a two-way flow of Nevada. information between faculty at the department level and the University Budget and Finance Committee (bUBFC) President’s Budget Advisory Council (PBAC). It shall make budgetary recommendations on behalf of faculty and as representatives of the faculty to the UBFC PBAC. Whenever possible, especially on matters of great importance, the Budget and Planning Committee’s recommendation must be voted upon by the Senate. Any senator may make a motion to reject or amend a proposed recommendation by the committee. If the motion passes, the original recommendation shall be considered rejected or amended, and shall not be proposed by the Budget and Planning Committee to the UBFCPBAC. In the case where an amendment to the recommendation is approved by the Senate, the committee may propose the amended recommendation to the UBFCPBAC. The Budget and Planning Committee shall perform other duties as assigned by the Executive Committee. Creation of Committees The Senate shall have the right to authorize the creation of additional standing committees that are necessary to accomplish the work of the Senate. The Executive Committee may initiate and, with the approval of the Senate, authorize the creation of standing committees. Alternatively, any senator with a written petition signed by a total of ten (10) senators may recommend to the Executive Committee the creation of a standing committee. No later than forty-five days after receipt of the petition, the Executive Committee shall submit the proposal to the Senate for its consideration. The chairperson of any standing committee shall have the authority, upon approval of the voting members of the standing committee and of the Executive Committee, to create subcommittees. The Executive Committee shall have and may exerciseexclusive authority to create ad hoc committees. Authorization of Committees The authorizing resolution or motion establishing any standing committee shall include, when the Board but is not in sessionlimited to, all of the powers of the Board in the management of the business and affairs of the Corporation, but the Executive Committee shall not have the power language to fill vacancies on the Board, to change the membership of or to fill vacancies in the Executive Committee or any other Committee of the Board, to adopt, amend or repeal these Bylaws or to declare dividends or other distributions. (c) The Audit Committee shall select and engage, on behalf of the Corporation and subject to the consent of the stockholders, and fix the compensation of, a firm of certified public accountants. It shall be the duty of the firm of certified public accountants, which firm shall report to the Audit Committee, to audit the books and accounts of the Corporation and its consolidated subsidiaries. The Audit Committee shall confer with the auditors to determine, and from time to time shall report to the Board upon, establish the scope of the auditing committee’s charge, the length of time for which the committee will be in service, the number of members on the committee, and the length of term for which members will serve. The Executive Committee, with the approval of the books and accounts Senate, may, at any time, amend the authorizing language of the Corporation and its consolidated subsidiariesa standing committee. If required by Nevada or federal laws, rules or regulations, or The maximum length of time a standing committee shall be authorized by the rules or regulations Senate is four years, excepting those committees identified in D.1 above. The Senate may reauthorize a standing committee at the end of any exchange on which the Corporation's shares its term. There shall be listed, no limit to the Board shall approve number of times the Senate may reauthorize a charter for the Audit Committee and the Audit Committee shall comply with such charter in the performance of its duties. (d) The Compensation Committee shall establish a general compensation policy for the Corporation's directors and elected officers and shall have responsibility for approving the compensation of the Corporation's directors, elected officers and any other senior officers determined by the Compensation Committeestanding committee. The Compensation Executive Committee shall have the right to appoint the members of all Senate standing, sub, and ad hoc committees with Senate approval. Terms of service for committee chairs shall be limited to six (6) consecutive years. A partial year shall be treated as a full year. All changes suggested by any committee must be approved by the Senate before being adopted. The Executive Committee shall nominate a faculty legislative representative to the president. Upon approval by the president, this nominee shall then be confirmed by the full Senate. The Executive Committee shall forward nominations for faculty positions on university standing committees to the Offices of the powers of administration granted to the Compensation Committee under the Corporation's non-qualified employee benefit plans, including any stock incentive plans, long-term incentive plans, bonus plans, retirement plans, deferred compensation plans, stock purchase plans President and medical, dental and insurance plans. In connection therewith, the Compensation Committee shall determine, subject to the provisions of such plans, the directors, officers and employees of the Corporation eligible to participate in any of the plans, the extent of such participation and the terms and conditions under which benefits may be vested, received or exercisedXxxxxxx. The Compensation Committee xxxxxxx or president shall make the final selections and appointments. Assigned Time and Workload Units for Senate Offices and Activities Workload units associated with Senate offices and activities are based on: 30 hours of time spent in meetings and in preparation for meetings = 1 workload unit. It is acknowledged that units assigned reflect an annual average that faculty may delegate any or all reasonably expect over a three-year term. Senate Chair The Senate chair shall be relieved of its powers thirty-six (36) workload units of administration under any or all of teaching for the Corporation's non-qualified employee benefit plans academic year to any committee or entity appointed by the Compensation Committeeperform their duties. If required by any Nevada or federal laws, rules or regulations, or by the rules or regulations of any exchange on The department in which the Corporation's shares chair teaches shall receive compensatory funds from the Senate. The chair assumes certain duties and responsibilities in the summer, for which a stipend 8-14 WLU (based on need and budget considerations) is are negotiated with the president. Senate Chair-Elect The Senate chair-elect shall be listed, the Board shall approve a charter relieved of eighteen (18) workload units of teaching for the Compensation Committee and academic year to perform their duties. The department in which the Compensation Committee chair-elect teaches shall comply with such charter in receive compensatory funds from the performance of its dutiesSenate.