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ARTICLE VIII - COMMITTEES <br /> Section 1 - Committees of Directors <br /> The Board of Directors , by resolution adopted by a majority of the full Board of Directors , <br /> may designate and appoint one or more other committees each of which shall consist of one ( 1 ) <br /> or more Directors , which committees , to the extent provided in such resolution , shall have and <br /> may exercise all the authority of the Board of Directors in the management of the corporation , <br /> except that no committee shall have the authority of the Board of Directors in reference <br /> to <br /> amending , altering , or repealing the Bylaws ; electing , appointing or removing any member of any <br /> such committee or any Directors or officer of the corporation ; amending the Articles of <br /> .r- <br /> Incorporation ; restating the Articles of Incorporation ; adopting a plan of merger or adopting a plan <br /> of consolidation with another corporation ; authorizing the sale , lease , exchange or mortgage of <br /> all or substantially all of the property and assets of the corporation ; authorizing the voluntary <br /> dissolution of the corporation or revoking proceedings therefor ; adopting a plan for the distribution <br /> of the assets of the corporation ; or amending , altering or repealing any resolution of the Board of <br /> Directors which by its terms provides that it shall not be amended , altered or repealed by the <br /> committee . The designation and appointment of any such committee and the delegation thereto <br /> of authority shall not operate to relieve the Board of Directors , or any individual Directors , of any <br /> responsibility imposed upon it or him by law . <br /> Section 2 - Executive Committee <br /> An Executive Committee shall exist which shall consist of the Executive Director and all <br /> officers of the corporation from time to time serving . <br /> Section 3 - Other Committees <br /> Other committees not having and exercising the authority of the Board of Directors in the <br /> management of the corporation may be appointed in such manner as may be designated by a <br /> resolution adopted by a majority of the Directors present at a meeting at which a quorum is <br /> - 12 - <br /> 39 <br />