The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include 2 or more members and may include persons who are not directors. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of directors. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the president its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Directors. The establishment of a committee or the delegation of authority to a committee shall not relieve the Board of Directors, or any individual director, of any responsibility imposed by the Bylaws or otherwise imposed by law. No committee shall have the authority of the Board of Directors to:

1. Amend the articles of incorporation.

2. Adopt a plan of merger or a plan of consolidation with another corporation.

3. Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation.

4. Authorize the voluntary dissolution of the Corporation.

5. Revoke the proceedings for the voluntary dissolution of the Corporation.

6. Adopt a plan for the distribution of the assets of the Corporation.

7. Amend, alter, or repeal the Bylaws.

8. Elect, appoint, or remove a member of a committee or a director or officer of the Corporation.

9. Approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in 4th paragraph of article 7.

10. Take any action outside the scope of authority delegated to it by the Board of Directors.

11. Take financial action on a matter that requires the approval of the members.

The Board of Directors shall define the activities and scope of authority of each specific committee by resolution.

Each member of a committee shall continue to serve on the committee until the next annual meeting of the members of the Corporation and until a successor is appointed. However, the term of a committee member may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as the original appointment. A person appointed to fill a vacancy on a committee shall serve for the un expired portion of the terminated committee member’s team.

One member of each committee shall be designated as the chair of the committee and another member of each committee shall be designated as the vice-chair. The president of the Corporation shall appoint the chair and the vice-chair. The chair shall call and president at all the meetings of the committee. When the chair is absent, is unable to act, or refuses to act, the vice-chair shall perform the duties of the chair. When a vice-chair acts in place of the chair, the vice-chair shall have all the powers of and be subject to all the restrictions upon the chair.

Written a printed notice of a committee meeting shall be delivered to each member of a committee not less than 15 days before the date of the meeting. The notice shall stand the place, day and time of the meeting, and the purpose for which the meeting is called.

A majority of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The committee member present at a duly called or held meeting at which a quorum present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required to constitute a quorum. If a quorum is present at a time during the meeting, the chair may adjourn and reconvene the meeting one time without further notice.

Committees shall attempt to take action by consensus. However, the vote of a majority of committee member present an voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by law or the Bylaws. A committee member who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the act of the committee.

A committee member may not vote by proxy.

Committee member shall not receive salaries for the services. The Board of Directors may adopt a resolution providing for payment to committee members of a fixed sum and expenses for attendance at each meeting of the committee, committee member may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a committee member shall be commensurate with the services performed and shall be reasonable in amount.

Each committee may adopt rules for its own operation not inconsistent with the Bylaws or with rules adopted by the Board of Directors.