the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 11. Conduct of Business. At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the total number of directors then in office present at such
meeting, except as otherwise provided in the Certificate of Incorporation or these Bylaws or as required by law. Action may be taken by the Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.
Section 12. Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.
Section 1. Committees of the Board of Directors. The Board of Directors shall appoint from among its
members an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each composed of at least two directors or such higher number of directors as may be required
by law or the standards of any stock exchange on which shares of the Corporation are listed, with such lawfully delegable powers and duties as it thereby confers or that are required by law or such
standards of any stock exchange on which shares of the Corporation are listed.
Board of Directors may from time to time designate other committees of the Board, each composed of one or more directors, with such lawfully delegable powers and duties as it thereby
confers, to serve at the pleasure of the Board.
the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not
disqualified from voting, whether or not he or she or they constitute a quorum may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent
or disqualified member.
such committee, to the extent provided in the resolution of the Board of Directors or these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors
in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but (a) unless the resolution,
the Certificate of Incorporation or these Bylaws expressly so provide, no such committee shall have the
power or authority to declare a dividend, authorize the issuance of stock, to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL or to recommend to the shareholders
either the sale, lease or exchange of all or substantially all of the Corporation's property and assets or a dissolution of the Corporation (or the revocation of a dissolution); and (b) no such
committee shall have the power or authority of the Board of Directors in reference to adopting, amending or repealing any provision of the Certificate of Incorporation or these Bylaws or approving or
adopting, or recommending to the shareholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval other than those identified in (a) above.
Section 2. Term. The Board, subject to the requirements specifically set forth in this Section, may at
any time change, increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or
resignation, but the Board may at any time for any reason remove any individual committee member and the Board may, subject to the requirements specifically set forth in this Section, fill any
committee vacancy created by death, resignation, removal or increase in the number of members of the