ARTICLE NINE – COMMITTEES
1. Committees of Directors: The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two (2) or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Company; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board, of any individual director, of any responsibility imposed upon it or him by law.
2. Other Committees: Other committees not having and exercising the authority of the Board in the management of the Company may be designated by a resolution adopted by a majority of the directors present at a meeting at which/a quorum is present. Except as otherwise provided in the resolution, members of each such committee shall be members of the Company, and the President shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Company shall be served by such removal.
3. Term of Office: Each member of a committee shall continue as such until the next annual meeting of the membership of the Company, and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
4. Chairman: One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
5. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
6. Quorum: Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
7. Rules: Each committee may adopt rules for its own government not inconsistent with these Bylaws or with the rules adopted by the Board of Directors.