Laserfiche WebLink
<br />Any action required or permitted to be taken by the Board of Directors may be taken <br />without a meeting if all Directors, individually or collectively, consent in wTiting to such <br />action. Such action by wTitten consent shall have the same force and effect as a unanimous <br />vote of the Board. Such written consent or consents shall be filed with the minutes of the <br />proceedings of the Board. <br />Section 5.10. COMPENSATION OF DIRECTORS. <br /> <br />Directors shall serve with or without compensation, including reimbursement for <br />actual and necessary expenses incurred as a Board Member, as may be authOlized by the <br />Board. This Section shall not be constmed to preclude any Director from serving the <br />Corporation in any other capacity and receiving compensation therefor. <br /> <br />Section 5.11. <br /> <br />EXECUTIVE COMMITTEE. <br /> <br />Unless the Board of Directors shall hereafter deem it lmadvisable, this Corporation's <br />Board of Directors shall elect and maintain an Executive Committee as follows: <br /> <br />(a) Number of Committee Members. The authorized number of Board Members <br />on the Executive Committee shall not be less than three (3), consisting of at least the <br />Chairman and Vice Chairman, with the exact number to be fixed from time to time <br />by the Board of Directors. <br /> <br />(b) Qualification of Additional Executive Committee Members. Any Director of <br />the Corporation is qualified to serve on this Corporation's Executive Committee. The <br />current Chairmen Emeritus of the Board of Directors may serve as a member of the <br />Executive Committee. All Chairmen Emeritus may serve as either consultants or <br />advisors, and the Board of Directors shall determine by a majority vote whether each <br />Chairman Emeritus is to serve as an active Member of the Executive Committee or <br />as a consultant or advisor to the Executive Committee. A consultant or advisor to <br />the Executive Committee shall not have voting powers. <br /> <br />(c) Term of Office. Each Member of the Executive Committee shall be elected <br />by the Board of Directors and shall hold office at the discretion of the Board of <br />Directors for one year. <br /> <br />(d) Vacancies. The Corporation's Board of Directors may fill vacancies on the <br />Executive Committee. <br /> <br />(e) Authority of Executive Committee. Subject to the provisions of Section 311 <br />of the Califomia Corporations Code and any limitations the Corporation's Board of <br />Directors may place upon the authority of the Executive Committee, the Executive <br />Committee shall have all the authority of the Board of Directors of this Corporation. <br /> <br />(t) Chairman. The Chairman of the Corporation's Board of Directors shall also <br />be Chairman of and preside over the meetings of the Executive Committee. <br /> <br />(g) )I,.'leetings. The Executive Committee may hole! regular or special meetings, <br />for any reason, \vhich may be called at any time by any Member of the Executive <br /> <br />12 May 17.2003Final <br />