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his/her responsibilities as a member of the Committee . <br /> Section 5 . Discontinuances of Committees . The Board of Directors may, at any time , <br /> discontinue any of its Standing Committees for such time as may be determined, and the duties of <br /> any such committee so discontinued shall be performed during such discontinuance by the Executive <br /> Committee, or by such other committee as so designated by the Board of Directors . <br /> Section 6 . Minutes and Reports . All committees shall keep a record of their activities <br /> and shall make such written reports to the Board of Directors as may be required or requested from <br /> time to time by the Board of Directors . <br /> Section 7 . Powers . A committee shall have and may exercise all the authority granted <br /> to it by the authority establishing said committee including the power to elect its own chairperson, <br /> except that no committee shall have the authority to : <br /> A. Approve any actions or proposals required by law or the Articles of <br /> Incorporation to be approved by the Board of Directors ; <br /> B . Fill vacancies in the membership of the Directors or any committee ; <br /> C . Adopt, amend or repeal these Bylaws ; <br /> D . Amend or repeal any resolution of the Directors : <br /> E . Act on matters committed by these Bylaws or Resolution of the Directors to said <br /> Directors or to another committee ; <br /> F . Adopt a plan of merger or a plan of consolidation with another corporation; <br /> G. Authorize the sale, lease , exchange or mortgage of all or substantially all of the <br /> property and assets of the Corporation; <br /> H . Authorize the voluntary dissolution of the Corporation or revoke proceedings <br /> therefore ; and <br /> I . Adopt a plan for the distribution of the assets of the Corporation. <br /> Section 8 . Duties of Committees . The duties of each committee shall be as specified by <br /> the authority establishing said committee ; provided, however, the duties ofthe following committees <br /> shall be as follows : <br /> A. Executive Committee . When the Directors are not in session and prudent <br /> management requires prompt action, the Executive Committee shall have and exercise all of the <br /> -9- <br />