The Executive Committee is authorized by the Bylaws of the Company to exercise all of the powers of the Board in managing the business and property of the Company during the intervals between meetings of the Board of Directors, subject to Board discretion or as limited by applicable laws.
The Board of Directors may elect from their members an Executive Committee. The Executive Committee shall consist of not less than three nor more than five members, the precise number to be fixed by resolution of the Board of Directors from time to time. A majority of the members of the Committee shall be non-management directors. Each member shall serve for one year and until his or her successor shall have been elected, unless that term is sooner terminated by the Board of Directors. The Board of Directors shall fill the vacancies in the Executive Committee by election.
The Committee shall meet as frequently as circumstances dictate or at the discretion of the Chairman. The affirmative vote of a majority of all the members of the Committee shall be necessary to its adoption of any resolution. All action by the Committee shall be reported to the Board of Directors at its meeting next succeeding such action, and shall be subject to revision or alteration by the Board of Directors, provided that no rights or interests of third parties shall be negatively affected by any such revision or alteration.
IV. RESPONSIBILITIES AND DUTIES
The Committee shall possess and may exercise all the powers of the Board in the management of all the affairs of the Company, including but not limited to, the making of contracts, the purchase and sale of property, the execution of legal instruments and all other matters in which specific direction shall not have been given by the Board of Directors.