The Executive Committee ("EC") is appointed by the Board to exercise any and all authority of the Board with regard to emergent matters arising between scheduled meetings of the Board. The EC shall act pursuant to the Board's delegation of authority only on matters which, in the EC's opinion, should not be deferred to the next Board meeting and only if a quorum of the full Board cannot be convened on short notice.
The EC shall be comprised of not less than 3 nor more than 5 members, as appointed by the Board following each Annual Meeting. One member shall be the Chairman. If there is a President separate from the Chairman, the President shall also serve on the EC. Other members shall be appointed from among the Board members.
Committee Authority and Responsibility
(a) the EC shall act only on matters which, in the opinion
of the EC, should not be deferred to the next Board meeting and, provided that
(b) a quorum of the Board cannot be convened on short notice.