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i written consent shall have the same force and effect as a unanimous vote-of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation,if any, for their services, and such reimbursement of expenses,as may be fixed or determined by resolution of the Board of Directors. This Section 14 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services. ARTICLE IV COMMITTEES Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board of Directors, shall have all the authority of the Board of Directors, except with respect to: (a) The approval of any action which,under the General Corporation Law, also requires Approval Of the Outstanding Shares; (b) The filling of vacancies on the Board of Directors or in any committee; (c) The fixing of compensation of the directors for serving on the Board of Directors or on any committee; (d) The amendment or repeal of Bylaws or the adoption of new Bylaws; (e) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; (f) A distribution to the Shareholders, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or (g) The appointment of any other committees of the Board of Directors or the . members of these committees. Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with,the provisions of ARTICLE III of these Bylaws, Sections 5 (place of meetings); 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting),with such changes in the context of the provisions of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the -10-