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<br />taken, shall be signed by all of the Members with respect to the subject matter thereof. <br /> <br />, <br />Such consent or consents shall have the same force and effect as a unanimous vote of the <br /> <br />Directors. <br /> <br />2.11 Compensation. Duly elected or appointed Directors shall serve without compensation, <br /> <br />but shall be reimbursed for reasonable costs of travel, meals, lodging and incidental <br /> <br />expenses while on official business for the Corporation. <br /> <br />2.12 Reliance on Professionals and Experts. Directors are authorized to rely on information, <br /> <br />opinions, reports and statements, including financial statements and other financial data, <br /> <br />prepared or presented by others to the fullest extent permitted by applicable law. <br /> <br />2.13 Executive Committee. The Chair of the Board may appoint an Executive Committee of <br /> <br />the Board to handle the affairs of the Board when regular or special Board meetings are <br /> <br />not in session, with such functions as may be designated to the Executive Committee by <br /> <br />the Board through a resolution properly adopted. The Executive Committee may consist <br /> <br />of the Chair, Vice-Chair, and one or two other Directors as designated by the Chair. <br /> <br />2.14 Other Committees. The Chair is authorized to form any committees as needed in order to <br /> <br />assist the Board with its information gathering and deliberations. <br /> <br />2.15 Specific Powers and Duties. The Board, in addition to other powers and duties herein <br /> <br />conferred, imposed, and authorized by law, shall have the following powers and duties: <br /> <br />1669\02\Draft Bylaws <br /> <br />7 <br />