Agenda - 12-13-2011 - 8f - Laserfiche WebLink

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DRAFT PFAPC By-Laws ~ 1 Article VIII. COMMITTEES OF THE BOARD AND FOCUS GROUPS Section 8.01 Committees of the Board The Board may, by resolution adopted by a majority of the Directors then in office, provided that a quorum is present, create one or more committees of the Board, consisting of two or more Directors or other qualified persons, to serve at the pleasure of the Board. Appointments to any such committee shall be by a majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee who may replace any absent member at any meeting of the committee. Pursuant to specific resolution, the Board may delegate to any committee any power or powers other than those set forth in this Section 8.01 ' et seq., provided however, that all such delegated powers shall be exercised under the ultimate direction of the Board. Persons other than Directors may be appointed to such committees. Such committees shall not have authority for: (a) Tthe filling of vacancies on the Board or any committees which has authority of the Board; (b) The fixing of compensation of officers or employees of the Corporation;. (c) The adoption, amendment or repeal of By-Laws; (d) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (e) The appointment of committees of the Board or the members of such committees; (f) The approval of any transaction binding the corporation; and (g) Approve dissolution, merger or the sale, pledge or transfer of any, all or substantially all of the Corporation's assets. ..Section 8.02.. Meetings Committees shall meet a minimum of four (4) times a year, or as often as necessary to complete a particular task. The provisions which govern action without meetings, notice and waiver of notice and voting requirements shall apply to the Committees of the Board and their members as well. Section 8:03 Quon.rm & Voting A quorum shall consist of a simple majority of the members of each Committee. A majority vote of those Committee members present shall decide all questions, unless noted elsewhere in these By- Laws or Governance Policies. Section 8.04 Standing Committees Members of Standing Committees shall be elected from the current membership of the Board and any individual outside the Board membership who may be appropriate to assist the standing committees in fulfilling the committee's obligations. A member may be appointed or elected to serve on more than one Committee. The Standing Committees include: Finance Committee and Board Development. All standing committees shall consist of at least three (3) members. Draft 12/2 9