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ARTICLE IV COMMITTEES

4.1

Committees of the Board of Directors

The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee shall have authority to act in a manner and to the extent provided in the resolution of the Board of Directors and may have all the authority of the Board of Directors, except with respect to:

(a) shares;

the approval of any action which, under the Code, also requires shareholders’ approval or approval of the outstanding

  • (b)

    the filling of vacancies on the Board of Directors or in any committee;

  • (c)

    the fixing of compensation of the director for serving on the Board of Directors or on any committee;

  • (d)

    the amendment or repeal of these Bylaws or the adoption of new bylaws;

  • (e)

    the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or

repealable;

(f)

a distribution to the shareholders of the Corporation, except at a rate, in a periodic amount or within a price range set

forth in the Articles of Incorporation or determined by the Board of Directors; and

(g)

the appointment or designation of any other committee of the Board of Directors or the members thereof. ARTICLE V MEETINGS OF SHAREHOLDERS

    • 5.1

      Place of Meetings

      • (a)

        Meetings (whether regular, special or adjourned) of the shareholders of the Corporation shall be held at the principal

executive office for the transaction of business of the Corporation, or at any place within or without the State which may be designated by written consent of all the shareholders entitled to vote thereat, or which may be designated by resolution of the Board of Directors. Any meeting shall be valid wherever

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