ARTICLE VIII EXECUTIVE COMMITTEE Section 8.1 Membership. There shall be an Executive Committee of not less than three (3) of the Volunteer Officers. The President and CEO shall be a voting ex officio member of the Executive Committee. Section 8.2 Duties. The Executive Committee shall be responsible for addressing gov- ernance issues pertaining to the Corporation, including recommending any action to be taken by the Board of Directors. The Executive Committee shall also have such duties as may be assigned to it by the Board of Directors. The Executive Committee may exercise all of the powers of the Board when it is impossible or impracticable for the full Board to consider and decide upon a matter in a timely manner or as otherwise authorized by the Board, except as prohibited by the Act. The delegation of authority to the Executive Committee shall not operate to relieve the Board or any Director from any responsibility imposed by the Act. Actions taken by the Executive Committee shall be reported to the full Board at the Board’s next regular meeting. Section 8.3 Performance Evaluation of the President and CEO. On behalf of the Board of Directors, the members of the Executive Committee, except for the President and CEO, shall annually conduct a performance evaluation of the President and CEO and shall serve as the Com- pensation Committee of the Corporation. Section 8.4 Meetings. The Executive Committee shall hold meetings from time to time as determined by the Executive Committee. Special meetings of the Executive Committee may be held at any time upon call of the Chair of the Board. ARTICLE IX NOMINATING COMMITTEE Section 9.1 Board Membership and Officer Nominations. There shall be a Nominating Committee of the Board of not less than three (3) Directors, including the Chair of such Nominat- ing Committee. Section 9.2 Duties. The Nominating Committee shall nominate volunteer officers and Directors of the Board. The Nominating Committee shall, in writing, report its nominees for Board membership and officers to the Board at least thirty (30) days prior to the meeting of the Directors at which such nominations are to be considered. The Nominating Committee shall have such other duties and responsibilities as the Board of Directors may assign. ARTICLE X FINANCE COMMITTEE Section 10.1 Membership. There shall be a Finance Committee of the Board of not less than three (3) Directors, including the Chair of the Finance Committee. Section 10.2 Duties. The Finance Committee shall have such duties as may be assigned by the Board of Directors regarding financial matters of the Corporation. 9