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members of the Board. These additional committees shall act only in an advisory capacity to the Board and shall be clearly titled as "advisory." Ad hoc committees may be created by the President as deemed necessary for proper conduct of Downtown Incorporated business. SECTION 4. MEMBERSHIP AND QUORUM The Executive Committee shall be comprised of the four officers. All members of Downtown Incorporated shall be eligible for appointment to standing committees and other committees. A quorum shall be defined as the simple majority of each said committee. SECTION 5. ATTENDANCE The committee member shall attend the committee meetings as scheduled by the Chair, provided due notice is given. Any three (3) absences from committee meetings shall constitute the removal of a committee member from said committee. If the committee member is a Director, three (3) absences from committee meetings may be considered just cause for removal from the Board, this being determined by vote of the Board. SECTION 6. MEETINGS AND ACTIONS OF COMMITTEES (a) The Executive Committee may act in place and instead of the Board, between Board meetings, on all matters except those specifically reserved to the Board by these Bylaws and California law. (b) Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE IX. INDEMNIFICATION SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS Should any Director or officer of this Corporation be sued, either alone or with others, in his or her capacity as a current or former Director or officer of this Corporation, in any proceeding arising out of any alleged wrongful act by the Corporation, indemnity for his or her reasonable expenses, including attorneys' fees and the defense thereof, may be assessed against the Corporation, its receiver, or its trustee, by the court in the same or a separate proceeding if: (a) The court finds that the officer or Director was not guilty of malfeasance or derelict in the performance of his/her duties; and 25 19E-39