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ARTICLE III. COMMITTEES

Section 3.1. Establishment.

• The Board shall establish the following committees: the Executive Committee, the Finance Committee, the Nominating Committee, the Audit Committee and the Property Committee.

• (a) Executive Committee.

• Unless the Board provides otherwise, the Chairman of the Foundation shall be the Chairman of the Executive Committee. The Executive Committee shall have and exercise the authority of the Board in the management of the business and affairs of the Foundation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may, from time to time, impose. In no event shall the Executive Committee, or any of its subcommittees, have authority to approve an amendment to the Articles, a plan of merger or consolidation, a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the Foundation, the voluntary dissolution of the Foundation, or revocation of voluntary dissolution proceedings. The Executive Committee shall have the authority to appoint subordinate officers, remove officers, accept the resignation of officers and fill vacancies in any office. The Executive Committee shall have the power to authorize the seal of the Foundation to be affixed to all papers which may require it.
• The Executive Director of the Foundation shall serve as advisor to the Executive Committee and may attend its meetings. As advisor, the Executive Director shall be heard at Executive Committee meetings but shall not by reason of his status as Executive Director have the power to vote.

• (b) Finance Committee.

• The Finance Committee shall oversee and supervise the finances, investments and disbursements of the Foundation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may from time to time impose.

• (c) Nominating Committee.

• The Nominating Committee shall recommend to the Board persons for election as officers and public directors of the Foundation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may from time to time impose.

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• (d) Audit Committee.

• The Audit Committee shall be comprised solely of directors who are free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a committee member. Directors who are officers or employees of the Foundation or its subsidiaries shall not be eligible for Audit Committee membership. A director who was formerly an officer of the Foundation or any of its subsidiaries may qualify for membership if, in the opinion of the Board, such person will exercise independent judgment and will materially assist the function of the Committee. However, a majority of the Audit Committee shall be directors who were not formerly officers of the Foundation or any of its subsidiaries.
• The Committee shall provide the Board with the report of the Foundation's outside auditors, shall examine such reports, consult with the auditors with respect to their report and the standards and procedures employed by them in their audit, report to the Board the results of its study and recommend the selection of auditors for each fiscal year.

• (e) Property Committee.

• The Property Committee shall review all proposals under consideration by the Foundation involving the acquisition, disposition or development of real property and make recommendations to the Board concerning such proposals, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may from time to time impose.

Section 3.2. General Matters.

• (a) Composition.

• Each committee of the Board shall be composed of (i) the Chairman as an ex-officio member and (ii) not less than two other directors whom the Board may, from time to time, appoint to serve on such committees.

• (b) Sub-Committees.

• The committees may establish sub-committees and appoint directors, officers and/or such other persons to serve thereon. The authority of these sub-committees shall be based upon express grants of authority by the originating committee.

• (c) Minutes.

• Every committee shall keep minutes of all its acts and proceedings and report the same to the Board.

• (d) Notice.

• Regular meetings of a committee, for which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee. Special meetings of a committee may be called at the request of any member of the committee. Notice of each special meeting of a committee shall be given by the

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  person calling the same as provided by these Bylaws for special meetings of the Board. Notice of any such meeting may be waived as provided in these Bylaws in the case of meetings of the full Board.

• (e) Quorum.

• A majority of a committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of a committee shall act only as a committee and the individual members shall have no power as such.

• (f) Change in Composition, Vacancies, etc.

• The Board shall have the power at any time to change the members of, fill vacancies in, and discharge a committee, with or without cause. The appointment of any director to a committee, if not sooner terminated otherwise, shall automatically terminate upon the cessation of his membership on the Board.

Section 3.3. Other Committees.

The Executive Committee or Board may establish such other committees as deemed appropriate and shall prescribe the authority of any such committee and the period of its existence.