Committee Meetings
The Committee shall meet as often as necessary to carry out its responsibilities. Meetings of the Committee
may be held in person or telephonically at such times and places as the Committee determines. The
chairperson of the Committee, in consultation with management, should prepare, or have prepared and approve,
an agenda in advance of each meeting. Provided that notice of the meeting is given or waived by all members
of the Committee in accordance with the Company's Bylaws, the presence of a majority of Committee members
shall constitute a quorum for a meeting. The Committee may act by affirmative vote of the majority of
members present at a meeting of the Committee at which a quorum exists or by a writing or writings signed by
all of its members without a meeting.
The Committee may, but is not required to, invite any officer, employee or director of the Company, counsel,
or others to attend meetings and provide pertinent information. The Committee may meet in executive session
outside the presence of any member of management of the Company. The Committee may otherwise establish its
own rules of procedure in accordance with state law, and the Company's governance documents.
The chairperson and any member of the Committee may, but is not required to, schedule and attend informal
meetings between Committee meetings with the Company's Chief Information Officer.