Committees
The Executive Committee shall consist of each Director who is an officer and additional directors chosen by vote of a majority of the entire board, as many as necessary to bring the total to seven (7) members. The committee shall have and exercise such of the powers of the board of directors during the period of time between the meetings of the board of directors, as are not expressly reserved to the board; provided, however, that such committee shall have no authority with respect to matters expressly reserved to the board by virtue of Section 712 (a) of the New York Not-for-Profit Corporation law, which forbids delegation of authority to (1) fill vacancies in the board of directors or in any committee, (2) fix compensation of the directors for serving on the board or on any committee, (3) amend or repeal bylaws or adopt new bylaws, or (4) amend or repeal any resolution of the board which by its terms shall not be so amendable or repealable. The president shall chair the Executive Committee.
REASON FOR AMENDMENT:
Allow executive committee to function if number is less than seven (7).
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Committees
The Executive Committee shall consist of each Director who is an officer and additional directors chosen by vote of a majority of the entire board, as many as necessary up to a maximum of seven (7) members. The committee shall have and exercise such of the powers of the board of directors during the period of time between the meetings of the board of directors, as are not expressly reserved to the board; provided, however, that such committee shall have no authority with respect to matters expressly reserved to the board by virtue of Section 712(a) of the New York Not-for-Profit Corporation Law, which forbids delegation of authority to: (1) Fill vacancies in the board of directors or in any committee; (2) Fix compensation of the directors for serving on the board or on any committee; (3) Amend or repeal bylaws or adopt new bylaws; or (4) Amend or repeal any resolution of the board which by its terms shall not be so amendable or repealable. The president shall chair the Executive Committee.