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more committees, each of which shall consist of one or more Directors and may also inGude members who are not on the Board of Directors, to serve at the pleasure of the Board. The Board may designate one or more altemate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or altemate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. Any committee that includes voting members who are not on the Board of Directors may not be delegated the authority or power of the Board of Directors. Any committee whose voting members consist only of Directors, to the extent of the powers specifically delegated in the resolution of the Board of Directors or in these Bylaws, may have all or a portion of the authority of the Board of Directors, except that no committee, regardless of Board resolution, may: (a) Fill vacancies on the Board of Directors or in any committee that has the authority of the Board. (b) Amend or repeal the ArtiGes of Incorporation or Bylaws or adopt new Bylaws. (c) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable. (d) Appoint any other committees of the Board of Directors or the members of such committees. (e) Approve a plan of merger; conso{idation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially al{ of the property and assets of the corporation otherwise than in the usual and regular course of its business; or revoke any such plan. (f) Approve any transaction between the corporation and one or more of its Directors in which the Director or Directors have a material financial interest. (g) Bind the corporation in a contract or agreement without prior approval or designation by the Board of Directors of a maximum dollar amount. Section 7.02. Meetincs and Actions of Committees. Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 6 of these Bylaws, concerning meetings and action of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all altemate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules not inconsistent with the provisions of these Bylaws for the government of any committee. Section 7.03. Executive Committee. Pursuant to Section 7.01, the Board may appoint three (3) or more directors, one of whom shall be the Chairperson of the Board, to serve as the Executive Committee of the Board. The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation; but, the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Section 7.01. The Secretary of the Corporation shall send to each Director a summary report of the business conducted at any meeting of the Executive Committee. 5