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    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.