The Executive Committee shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Company, except as provided in the Delaware General Corporation Law.
The Executive Committee shall consist of no fewer than three, nor more than seven, directors.
The Committee shall meet as circumstances require.
Duties and Responsibilities; Restrictions
1. The Committee shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Company; provided, however, that the Committee shall not have the power or authority in reference to the following matters:
(a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware General Corporation Law to be submitted to stockholders for approval; or
(b) adopting, amending or repealing any bylaw of the Company; or
(c) filling vacancies in the Board; or
(d) changing the membership of, or filling vacancies in, the Executive Committee.
2. The Committee may act for the Board only when the Board is not in session.
3. The Committee may authorize the seal of the Company to be affixed to all papers which may require it.
4. The Committee may call a special meeting of the Board.
5. The Committee shall report all action taken by it to the Board at its regular meeting next succeeding the taking of such action.