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authority of the Directors in the management of the Corporation except as such authority is limited <br /> by resolution of the Directors, and any such action shall be submitted to the Directors at their next <br /> meeting for their review. <br /> ( 1 ) The Executive Committee shall have a minimum of three (3 ) members all <br /> of whom shall be Directors . The officers, the immediate past president and chairpersons of all the <br /> other standing committees shall also be members of the Executive Committee , and the Bishop of the <br /> Diocese of Palm Beach or his designee shall be non-voting members of the Executive Committee ; <br /> (2) The Executive Committee shall meet at any time when the Directors are <br /> not in session and when prudent management requires prompt action. Special meetings shall be <br /> called by the Secretary on the written request of the Chairman or by at least three (3 ) of the members . <br /> (3 ) A majority of the members of the Executive Committee shall constitute a <br /> quorum for the transaction of business ; and <br /> (4) The minutes of the meetings of the Executive Committee shall be taken and <br /> shall be distributed promptly to the Board following each Executive Committee meeting . <br /> B . Personnel Committee . The Personnel Committee shall have a minimum of three <br /> (3 ) members . This committee, in cooperation with the Executive Director, shall be responsible for <br /> the development of policies and procedures for all employees of the Corporation . <br /> C . Finance Committee . The Finance Committee shall have a minimum of three <br /> (3 ) members . It shall review annual operating and capital budgets prepared and presented under the <br /> direction of the Executive Director and make recommendations with respect thereto . The Finance <br /> Committee shall also act as a liaison between the Bishop of the Diocese of Palm Beach and the <br /> auditors who will perform the annual audit of the Corporation. It shall review all major financial <br /> transactions (as defined by the Executive Committee) not provided for in the budget and shall submit <br /> proposed variances with recommendations to the Board of Directors . <br /> ARTICLE 9 <br /> COMMITTEE MEETINGS <br /> Section 1 . Meetings . Except as other wise provided in these Bylaws, all standing <br /> committees shall meet as least two (2) times annually. Meetings of standing or other committees <br /> may be called at any time by: <br /> A . The Bishop of the Diocese of Palm Beach ; <br /> B . The President of the Corporation ; <br /> C . The Executive Director of the Corporation; <br /> - 10 - <br />