Article 14—Executive Committee

14.01

There shall be an Executive Committee that shall be composed of the Officers of the Corporation plus not less three (3) Directors appointed to the Executive Committee by the Board of Directors from amongst its members.

 

14.01.01

The Executive Committee shall exercise such powers as are authorized by the Board of Directors.

 

14.01.02

Any Executive Committee member may be removed by a majority vote of the Board of Directors.

 

14.01.03

Executive Committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

14.02

Meetings of the Executive Committee shall be held at any time and place to be determined by the members of such committee provided that FORTY-EIGHT (48) hours written notice of such meeting shall be given, other than by mail, to each member of the committee. Notice by mail shall be sent at least 14 days prior to the meeting.

 

14.02.01

Notice by mail shall be sent at least FOURTEEN (14) days prior to the meeting and notice sent in this manner shall be deemed to have been received at least SEVENTY TWO (72) hours prior to such meeting except in the case of a general interruption of mail services.

14.03

A majority of members of the Executive Committee from time to time, but in no event less than FOUR (4) members of such committee, shall constitute a quorum.

14.04

No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

14.05

Subject to the Bylaws and to any restrictions or limitations imposed by the Board of Directors, the Executive Committee may:

 

14.05.01

act as a planning group;

 

14.05.02

act as an issue resolution mechanism; and

 

14.05.03

act in lieu of the Board of Directors in times between Board meetings or in times where a matter is urgent, providing that the Executive Committee shall seek approval of the Board of Directors before making decisions on behalf of the Board.