In addition to such committees as may be specified in these Bylaws, the Board may establish such other committees as they may find necessary.

The Chair shall. with the approval of the Board appoint the Chairs of Committees established by the Board. In consultation with the Committee Chair. the Chair shall appoint the members of Committees and submit the appointments to the Board for approval.

The provisions of these bylaws governing meetings, actions without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees of the Board of Directors and their members as well. Committees of the Board of Directors may, to the extent specified by the Board, exercise authority of the Board of Directors; provided, however, that no committee may:

(a) Authorize distributions;

(b) Approve dissolution, merger, or sale, pledge, or transfer of all or substantially all of the corporations assets;

(c) Elect, appoint, or remove Directors or fill vacancies on the Boardo r on any of its committees; or

(d) Adopt, amend, or repeal the articles of incorporation or bylaws.