Action by Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Committee. In addition, the Committee may take any other action otherwise proper under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.

Committee shall constitute a quorum for the transaction of business, and the voteMeetings. The acts of a majority of thosethe members present at any meeting of the Committee at which a quorum is present shall decide any question brought beforepresent, or acts approved in writing by a majority of the meeting andentire Committee, shall be the actacts of the Committee. In addition,Committee for purposes of the Plan. If and to the extent applicable, no member of the Committee may take any other action otherwise properact as to matters under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.specifically relating to such member.

The Committee will keep records of action taken at its meetings. A majority of the members of the Committee shallwill constitute a quorum for the transaction of business,at any meeting, and the voteacts of a majority of thosethe members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Committee. In addition, the Committee may take any other action otherwise proper under the Planpresent, or acts approved in writing by an affirmative vote, taken without a meeting, of a majority of its members.the Committee, will be the acts of the Committee.

Meetings. The Committee may hold meetings upon such notice, at such time or times, and at such place or places as it may determine. The majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business,business at all meetings and thea majority vote of those present and constituting a majority of those members presentquorum at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Committee. In addition, therequired for action. The Committee may take any other action otherwise proper under the Planalso act by an affirmative vote, taken without a meeting,written consent of a majority of its members.

Quorum. A majority of the members of the Committee shall constitute a quorum forquorum, and all actions of the transaction of business, and the vote ofCommittee shall be taken by a majority of thosethe members present atpresent. Any action may be taken by a written instrument signed by all of the members, and any meeting at which a quorum is present shall decide any question brought before the meeting andaction so taken shall be the act of the Committee. In addition, the Committee may take any other action otherwise proper under the Plan by an affirmative vote,fully effective as if it had been taken withoutat a meeting, of a majority of its members.meeting.

Requisite Action. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and thequorum. The vote of a majority of those members present at anya meeting at which a quorum is present shall decide any question brought beforeor the meeting and shall be the actunanimous written consent of the Committee. In addition,Committee shall constitute action by the Committee may take any other action otherwise proper under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.Committee.

Committee Meetings. The Committee will hold meetings at least annually. A majority of the members then in office will constitute a quorum. All actions of the Committee may be taken with or without a meeting. Each action of the Committee taken at a meeting shall be taken on a majority vote of all members of the Committee then in office. Any action taken without a meeting shall be in writing and signed by Committee. Aa majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Committee. In addition, thethen in office. The Committee may take anyestablish such other rules and procedures for taking action otherwise proper under the Plan by an affirmative vote, takenwith or without a meeting, of a majority of its members.meeting as it shall deem appropriate.

13.4Quorum. A majority of the members of the Committee at any time in office shall constitute a quorum for the transaction of business, andbusiness. All resolutions or other actions taken by the Committee shall be by vote of a majority of those members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall beof the actCommittee, or without a meeting by instrument in writing signed by a majority of the members of the Committee. In addition,A member shall be entitled to note dissent to any action of the Committee may take any other action otherwise proper undereither by entry of such dissent in the Planminutes or by an affirmative vote, taken withoutforwarding a meeting,written dissent to the secretary of a majority of its members.the meeting at or immediately after the meeting.

All of the members of the Committeeany committee shall constitute a quorum for the transaction of business, andbusiness of such committee, provided that in all cases a quorum shall require at least one member of such committee appointed by each Member. Except as otherwise required by law, all decisions of a committee shall require the affirmative vote of at least a majority of thosethe committee members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Committee. In addition, the Committee may take any other action otherwise proper under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.present.