ARTICLE VII

EXECUTIVE COMMITTEE

Section 7.1.   Composition.

The Board of Regents may create an Executive Committee.  If it does, it shall have such number of members with such terms and duties as the Board of Regents determines, but which shall always have on it:
·    the President;
·    the President-Elect;
·    the Immediate Past President;
·    and the Treasurer.

The Executive Vice President shall serve ex-official as Secretary to the Executive Committee.

Section 7.2.   Duties.

Subject only to the Board of Regents, in general, the Executive
Committee, if created, shall have all powers of the Board of Regents when the Board of Regents is not in session.  However, the Executive Committee shall not have the authority to
·        amend, alter or repeal the Bylaws;
·    elect, appoint or remove any member of the Executive Committee or any Regent or officer;
·    amend the Articles of Incorporation;
·    adopt a plan of merger or consolidation;
·    authorize the sale, lease, exchange or mortgage of all or substantially all of ICAB property and assets;
·    authorize ICAB voluntary dissolution or revoke proceedings therefor;
·    adopt a plan for the distribution of ICAB assets;
·    amend, alter or repeal any resolution of the Board of Regents which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee.

The delegation of authority to the Executive Committee shall not operate to relieve the Board of Regents or any individual member thereof of any responsibility imposed by law.

Actions of the Executive Committee shall be by the majority vote of those present, and a majority of the Executive Committee shall constitute a quorum.  The Executive Committee members present at a duly called or held meetings at which a quorum is present may continue to do business until adjournment, not with standing the withdrawal of a sufficient number of its members to leave less than aquarium.  The Executive Committee shall hold its meetings at any time and place which it may find convenient, or at such place as maybe specified by the President in his call of the meeting.

Section 7.3.   Meetings.

The President, after consultation with the Executive Vice President, may call meetings of the Executive Committee.  The President or, in the President's absence, the President-Elect shall preside at all meetings of the Executive Committee.  Notice of meetings of the Executive Committee shall be given within the time limits and in the manner provided for special meetings of the Board of Regents.

Section 7.4.   Adjourned Meetings.

Meetings of the Executive Committee may be adjourned in the same manner as those of the
Board of Regents.

Section 7.5.   Waiver of Notice.

Notice of a meeting may be waived or its transactions consented to in the same manner as
those of the Board of Regents.

Section 7.6.  Action Without Meeting.

So long as the same shall be permitted by law, actions may be taken without a meeting in the
same manner as those of the Board of Regents.