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<br />ARTICLE FIVE <br /> <br />COMMITTEES <br /> <br />Committees of Trustees <br /> <br />5.01 The Board of Trustees, by resolution adopted by a <br />majority of the Trustees in office, may designate and appoint one <br />or more committees, each of which shall consist of two or more <br />Trustees, which committees, to the extent provided in said <br />resolution shall have and exercise the authority of the Board of <br />Trustees in the management of the corporation. Each such <br />colnmittee shall always have as one of its members one of the Elim <br />Member Trustees. No such committee shall have the authority of <br />the Board of Trustees in reference to amending, altering, or <br />repealing the bylaws; electing, appointing, or removing any member <br />of any such committee or any Trustee or officer of the <br />corporation; amending the Articles of Incorporation; adopting a <br />plan of merger or adopting a plan of consolidation with another <br />corporation; authorizing the sale, lease, exchange, or mortgage of <br />all or substantially all of the property and assets of the <br />corporation; authorizing the voluntary dissolution of the <br />corporation or revoking proceedings therefor; adopting a plan for <br />the distribution of the assets of the corporation; amending, <br />altering, or repealing any resolution of the Board of Trustees <br />which by its terms provides that it shall not be amended, altered, <br />or repealed by such committee or reco~nending any rate increase. <br />The designation and appointment of any such committee and the <br />delegation thereto of authority shall not operate to relieve the <br />Board of Trustees, or any individual Trustee, of any responsibil- <br />ity imposed on it or him by law. <br /> <br />Other Committees <br /> <br />5.02 Other committees not having and exercising the authority <br />of the Board of Trustees in the management of the corporation <br />may be designated by a resolution adopted by a majority of the <br />Trustees present at a meeting at which a quorum is present, or by <br />the president authorized by a like resolution of the Board of <br />Trustees or by the bylaws. Membership on such committees may, but <br />need not be, limited to Trustees. Any members thereof may be <br />removed by the Board of Trustees authorized to appoint such member <br />whenever in their judgment the best interests of the corporation <br />shall be served by such removal. <br /> <br />8. <br />