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Bylaws of Troubled Times, Inc.
a Nonprofit Public Benefit Corporation
Article 5: Committees
The Board of Directors may, by a majority vote of directors, designate 2 or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:
(a) the approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members;
(b) the filling of vacancies on the board or on any committee which has the authority of the board;
(c) the fixing of compensation of the directors for serving on the board or on any committee;
(d) the amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) the amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable;
(f) the appointment of committees of the board or the members thereof;
(g) the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected;
(h) the approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest.
By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below 2 the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as advisory committees.
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions 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 fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.