BELLSOUTH BOARD OF DIRECTORS
2003 Committee Charter : BLS
The Committee shall, except as otherwise provided in the Company's By-laws, by law or by resolution of the Board of Directors, have all the authority of the Board of Directors during the intervals between the meetings of the Board of Directors.
DUTIES AND RESPONSIBILITIES
The principal function of the Committee is to exercise the interim power and authority delegated to the Committee at any time when any matter requires expeditious action by the Board of Directors or when it would not be practical for the full Board to meet to review or act upon any matter. [Notwithstanding the foregoing, the Committee shall not have the powers specifically reserved to the full Board of Directors or the shareholders of the Company, by applicable law.]
In addition, the Committee shall perform such duties as may be directed by the Board of Directors from time to time. All actions of the Committee shall be subject to review by the full Board, provided that no rights of third parties shall be affected by such review. Minutes of the meetings of the Committee shall be circulated to all members of the Board.