ARTICLE VI
MEMBERSHIP MEETINGS
SECTION 1. Annual Meeting of the Members. Membership meetings in the Corporation as
reflected in the By-Laws shall substitute for, and fully satisfy, all membership meeting
requirements under this Agreement.
SECTION 2. Expenses. Each Member shall bear its own expenses, including the expenses of its
designated representative (s), for attendance at all regular and special meetings.
ARTICLE VII
BOARD OF DIRECTORS
SECTION 1. Powers and Duties. The business and affairs under the Agreement shall be
managed by a Board of Directors of the Corporation, which shall have and may exercise all the
powers of the Corporation, except as otherwise provided by law, by the Articles of Agreement, by
the Corporation By-Laws, or by this Agreement. Al! matters pertaining to the Board of Directors
shail be as specified in the Articles of Agreement and the Corporation By-Laws.
SECTION 2, Compensation. There shall be no compensation of participating Members under
the Agreement as provided in the Corporation By-Laws.
ARTICLE VIII
EMPLOYEES AND AGENTS
SECTION 1. Chief Executive Officer. The Board of Directors shall appoint a Chief Executive
Officer, or such other position as determined by the Board, in accordance with the terms of the
Articles of Agreement and the Corporation By-Laws.
SECTION 2, Employees and Other Agents. The Board of Directors may appoint, from time to
time, such employees and other agents as it shall deem necessary, in accordance with the terms of
the Articles of Agreement, the Corporation By-Laws, and this Agreement.
ARTICLE IX
COMMITTEES
SECTION 1, Establishment. The Board of Directors may, by resolution adopted at any meeting,
create any standing committee. The Board of Directors or Executive Committee may establish
any special or ad hoc committee. A majority of members of any committee shall constitute a
quorum. Unless the Board otherwise designates, committees shall conduct their affairs in the same
manner as provided in this Agreement and the By-Laws for the Board to the extent applicable.
SECTION 2. Appointment. Except as otherwise provided in this Agreement, the Chair shall
appoint the members and chairs of each committee, subject to approval or modification by the
Board, or, in the case of a special or ad hoc committee, by the Executive Committee. Appointments
to standing committees shall be for one-year terms, with each term beginning at the conclusion of
the Annual Meeting, or as close to thereof as practicable, and ending at the conclusion of the
following year’s Annual Meeting.
SECTION 3. Committee Meetings. Meetings of committees may be called at any time by the
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