MUIRFIELD VILLAGE BY-LAWS - ARTICLE 5

Article 5 - Executive Committee

§5.1. Appointment of Members and Term of Membership
§5.2. Delegation of Powers and Authority
§5.3. Manner of Acting
§5.4. Chairman
§5.5. Meetings, Notices of Meetings, and Quorum

§5.1. Appointment of Members and Term of Membership. The board of trustees may appoint an executive committee to be composed of trustees selected by the board of trustees. The number of persons appointed to the executive committee shall not be fewer than three. The executive committee and each member thereof shall serve at the pleasure of the board of trustees, shall act only in the intervals between meetings of the board of trustees, and shall be subject to the control and direction of the board of trustees.

§5.2. Delegation of Powers and Authority. The board of trustees may delegate to the executive committee any and all authority and powers of the board of trustees except the following:

(a) Filling of vacancies among the trustees, or on any committee of the trustees;

(b) Final approval and adoption of the annual operating budget; and

(c) Authorization, confirmation, or ratification of a substantial change in the major policies of the corporation.

§5.3. Manner of Acting. The executive committee may act by a majority of its members at a meeting or by a writing or writings signed by all of its members without a meeting. Any act or authorization of an act by the executive committee within the authority delegated to it by the board of trustees shall be effective for all purposes as the act or authorization of the board of trustees.

§5.4. Chairman. The board of trustees shall appoint the chairman of the executive committee who shall preside at all meetings of the executive committee at which he is in attendance. In the absence of the chairman at a meeting, a temporary chairman chosen by a majority of the members present shall preside.

§5.5. Meetings, Notices of Meetings, and Quorum. The executive committee need not hold regular meetings. Meetings of the executive committee may be called by the chairman or any two members of the executive committee. Notice of any meeting of the executive committee shall be given in person, by telephone, or in writing to each member of the executive committee at least three hours prior to the time that the meeting is scheduled to take place. Notice of any meeting may be waived before or after the meeting by all or any of the members of the executive committee. A majority of the members of the executive committee shall constitute a quorum for the transaction of business. Meetings of the executive committee shall be held at such place or places in Franklin or Delaware County, Ohio as may, from time to time, be fixed by its members or specified in the notice or waivers of notice; provided, however, that meetings may be held elsewhere within or without the State of Ohio, with the prior approval of a majority of the executive committee members. Attendance at such meetings by persons other than members of the executive committee shall be at the sole discretion of the executive committee.