Corporate Bylaws Template Page 7
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12adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
4.11 Executive and Other Committees: Standing or special committees may
be appointed from its own number by the Board of Directors from time to
time and the Board of Directors may from time to time invest such
committees with such powers as it may see fit, subject to such conditions
as may be prescribed by such Board. An Executive Committee may be
appointed by resolution passed by a majority of the full Board of Directors.
It shall have and exercise all of the authority of the Board of Directors,
except in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending sale, lease or exchange or
other disposition of all or substantially all the property and assets of the
corporation otherwise than in the equal and regular course of business,
recommending a voluntary dissolution or a revocation thereof, or amending
the Bylaws. All committees so appointed shall keep regular minutes of the
transactions of their meetings and shall cause them to be recorded in
books kept for that purpose in the office of the corporation. The designation
of any such committee and the delegation of authority thereto, shall not
relieve the Board of Directors, or any member thereof, of any responsibility
imposed by law.
4.12 Remuneration: No stated salary shall be paid directors, as such, for their
service, but by resolution of the Board of Directors. A fixed sum and
expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of such Board; provided, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefore.
Member of standing or special committees may be allowed like
compensation for attending committee meetings.
4.13 Loans: No loans shall be made by the corporation to the directors, unless
first approved by the holders of two-thirds of the voting shares. No loans
shall be made by the corporation secured by its’ own shares.
4.14 Action by Directors Without a Meeting: Any action required or which
may be taken without a meeting of the directors, or of a committee thereof,
may be taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors, or all of the members
of the committee, as the case may be. Such consent shall have the same
effect as a unanimous vote.
4.15 Action of Directors by Communications Equipment: Any action
required or which may be taken at a meeting of directors, or of a committee
thereof, may be taken by means of a conference telephone or similar
Corporate Bylaws - 7
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Parent category: Business