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Article V - Committees

Article V - Committees

5.01 Committees

The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:

(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members

(b) fill vacancies on the board of directors of in any committee which has the authority of the board

(c) amend or repeal Bylaws or adopt new Bylaws

(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repeal able

(e) appoint any other committees of the board of directors or the members of these committees

(f) expend corporate funds to support a nominee for director; or

(g) approve any transaction:

1. To which the corporation is a party and one or more directors have a material financial interest;

or

2. between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest

Meetings and Action of Committees

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the 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 the committee 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 alternate 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 for the governing of the committee not inconsistent with the provision of these Bylaws

Informal Action By The Board of Directors

Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.

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