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27 <br /> additional committees which shall consist of two (2) or more <br /> Directors, not having and exercising the authority of the Board of <br /> Directors. <br /> Section 8 . Committee Action as Board Action. The designation <br /> of any committee and the delegation thereto of authority shall not <br /> operate to relieve the Board of Directors or any member thereof of <br /> any responsibility or liability imposed upon it or the member by <br /> law; and any resolutions adopted or other action taken by any such <br /> committee within the scope of authority delegated to it by the <br /> Board of Directors shall be deemed for all purposes to be adopted <br /> or taken by the Board of Directors. <br /> Section 9. Limitation of Powers. No Committee shall have <br /> authority as to the following matters: <br /> (a) The dissolution, merger or consolidation of the <br /> corporation; the amendment of the Articles of Incorporation of <br /> the corporation; or the sale, lease or exchange of all or <br /> substantially all of the property of the corporation. <br /> (b) The designation of any such committee or the filling <br /> of vacancies in the Board of Directors or in any such <br /> committee. <br /> (c) The amendment or repeal of these by-laws, or the <br /> adoption of new by-laws. <br /> (d) The amendment or repeal of any resolution of the <br /> Board of Directors which by its terms shall not be so <br /> amendable or repealable. <br /> Ra12\R55090-006\0047496.06\10-07-94 18 <br />