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1 BY-LAWS — HOMELESS ASSISTANCE CENTER, INC. February, 2003 6.2. 1 AUTHORITY AND FUNCTIONS OF THE EXECUTIVE COMMITTEE When the Board of Directors is not in session, the Executive Committee shall have and exercise all of the authority of the Board in the management of the Corporation, except as such authority is limited by statute or by resolution creating or otherwise controlling the Executive Committee . The Executive Committee shall have the authority to approve emergency expenditures by a majority vote of the Executive Committee, which vote may be taken by telephone poll of the entire Committee and which shall be presented as the first order of business at the next Regular Meeting . The Executive Committee shall create and update, subject to the approval of the Board of Directors, the position description of the Executive Director. The Executive Committee shall be responsible for recruiting and screening candidates to fill the Executive Director' s position and recommend a candidate to the fill the position . The Executive Committee shall not fill vacancies on the Board of Directors or any Committee thereof and may not adopt, amend or repeal the Bylaws . 6.2 .2 MEETINGS AND NOTICE The Executive Committee shall meet at the request of the Chairperson of the Executive Committee when, from time to time , meetings are required . Notice of an Executive Committee meeting ( including the date, time, place and purpose) shall be given by the Chairperson of the Committee no less than forty-eight (48 ) hours prior to the date on which the meeting is to be held . Such notice shall be given by facsimile, delivered personally, by telephone or by E-mail when appropriate . [ Directors may participate in all meetings and be considered present via speaker telephone or conference call arrangements for a meeting, when the board determines use of the telephone is necessary. ] Notice may be waived by attendance at the meeting . 6.3 STANDING COMMITTEES At the first Regular Meeting following the Annual Meeting, the Board President and First Vice President shall , unless otherwise specified, appoint Chairpersons and members for the following Standing Committees . 6.3 . 1 Operations Committee The Operations Committee shall be responsible to assist the Executive Director with oversight of current agency programs and / or related program administration and / or staffing grants, shall create, update and maintain administrative and program policies and procedures, and have oversight of program development planning. President or the president ' s designee shall be the chairperson of the Operations Committee . 6.3.2 Marketing Committee The Marketing Committee shall be responsible for public relations, community relations, marketing and fundraising at events . Fundraising events shall be coordinated with the Finance & Development Committee who has the primary responsibility for fundraising. The Committee shall strive, through all forms of media, to promote better public perceptions and understanding of the Corporation and its core mission to help the homeless become self sufficient. 6.3 .3 Finance & Development Committee The Finance & Development Committee shall have the primary responsibility for obtaining funds and establishing mechanism for obtaining funds necessary to secure the effective short and long term operations of the Corporation . The Finance & Development Committee shall be responsible for recommendations regarding the financial policies of the Corporation, reviewing and recommending the Corporation's annual budget, and for such other financial duties as may be assigned by the Board of Directors . The Treasurer shall be the Chairperson of the Finance & Development Committee . 8