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ARTICLE VII:  COMMITTEES

Section 1. The Council shall have Committees of the Board as described below. Members of Committees of the Board must be trustees, and the chairmen must be voting trustees.

The Board of Trustees may also establish such additional standing committees to deal with any part of the business or affairs of the Council as the need therefor may from time to time arise. The Chairmen and members of such committees need not be trustees.

The chairmen of all committees shall be appointed by the Chairman of the Board of the Council, subject to confirmation by the Board, unless otherwise provided in the By-Laws. Members of all Committees of the Board shall be appointed by the Chairman of the Board of the Council, unless otherwise provided in the By-Laws. Members of all other committees shall be appointed by the respective chairmen thereof.

In addition to these committees, the Chairman of the Board shall have the authority to appoint Task Forces to study, deal with or conduct programs relating to specific short-term issues affecting the industry. The Chairman of the Board shall appoint the chairmen of all Task Forces. The members of the Task Forces shall be appointed by the respective chairmen thereof. Any member of the Council may serve on a Task Force.

Section 2. EXECUTIVE. The Executive Committee shall be composed of the Chairman of the Board; the five (5) Vice-Presidents; the Chairman of the International Advisory Committee; the Secretary-Treasurer; all Past Chairmen of the Council who are voting members of the Board of Trustees; and three (3) additional members of the Board of Trustees appointed each year by the Chairman of the Board with the approval of the Board of Trustees to serve for one-year terms. The Chairman of the Investment and Employee Retirement Committee, if not otherwise a member of the Executive Committee, shall be an ex-officio (non-voting) member of the Executive Committee. The Chairman of the Government Relations Committee, if not otherwise a member of the Executive Committee, shall be an ex-officio (non-voting) member of the Executive Committee. A majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the committee, and the act of a majority, but not less than five, of the members of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee. The Committee shall by resolution provide for regular meeting dates. Notice of regular meetings shall not be required, but notice of special meetings of the Executive Committee shall be given by mail, telephone or telegram at least fifteen (15) days previously thereto if by mail and at least five (5) days previously thereto if by telephone or telegram. Any member of the Executive Committee may waive notice of any meeting and attendance at any meeting shall constitute a waiver of notice.

Section 3. INTERNATIONAL ADVISORY. The International Advisory Committee shall be composed of six (6) trustees, appointed by the Chairman of the Board and approved by the Board of Trustees, and the Vice President, Canadian Division to serve during the Chairman of the BoardÕs term. Committee members shall represent one of the following six geographic regions: Africa, Asia-Pacific, Europe, Mexico and Central America, the Middle East, and South America. The Committee shall provide input to the Board of Trustees as to regional business and economic activities and guidance on meeting the needs of ICSC members in their region. The Chairman of the Committee shall be elected annually by the members of the Committee at its first meeting following the election of the new ICSC Chairman. The Chairman of the Committee shall serve as a member of the Executive Committee.

Section 4. EXECUTIVE COMMITTEE POWERS. The Executive Committee shall act on behalf of the Board of Trustees with respect to the ordinary business of the Council, shall implement the policies established by the Board of Trustees, shall provide guidance and direction to the committees of the Council, and shall report to the Board of Trustees on all actions taken on its behalf, except that such committee may not (1) adopt a plan for the distribution of the assets of the Council, or for dissolution; (2) approve or recommend to members any act required by law to be approved by members; (3) fill vacancies on the board or on any of its committees; (4) elect, appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee; (5) adopt, amend, or repeal the bylaws or the articles of incorporation; (6) adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Council; or (7) amend, alter, repeal or take action inconsistent with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered, or repealed by action of a committee.

Section 5. ADVISORY. The Advisory Committee shall consist of all former Council Presidents who served prior to 1995 and former Chairmen of the Board whose companies are members of the Council in good standing. This Committee shall meet with and advise the Board of Trustees and the Officers of the Council on the formulation of general policies.

Section 6. AUDIT. The Audit Committee shall be composed of five (5) trustees, appointed by the Chairman of the Board to serve during Chairman of the Board's term with the approval of the Board of Trustees. This Committee shall administer the budgeting and financing of the Council under the direction of the Board of Trustees.

Section 7. INVESTMENT AND EMPLOYEE RETIREMENT COMMITTEE. The Investment and Employee Retirement Committee shall be composed of the Secretary-Treasurer; the President; the immediate past Treasurer; two Past Presidents or Chairmen of the Board; two Regular Members who may or may not be Trustees, appointed by the Chairman of the Board with the approval of the Board; and the Trustees of the Pension and Savings and Investment Plans. For continuity purposes, the Chairman of the Committee shall have no term limit and shall be elected annually by the members of the Committee at its first meeting after the election of a new Chairman of ICSC. This Committee shall have discretion to supervise the investments of the Reserve and General Funds in accordance with investment policy, and to supervise the investments and administration of the Council's Pension Plan and Savings and Investment Plan.

Section 8. GOVERNMENT RELATIONS ADVISORY COMMITTEE. The members of the Government Relations Advisory Committee shall consist of the five Divisional Vice Presidents, the Chairman of the Political Action Committee and five other Trustees appointed by the Chairman of the Board who need not be voting Trustees. The Chairman of the Board shall designate the Chairman and two Vice Chairmen, all of whom shall be voting members of the Board, from the above members of the Committee. The Chairman of the Government Relations Advisory Committee shall appoint such subcommittees and task forces as he shall deem necessary or desirable to accomplish the work of the Committee. Chairmen and members of subcommittees and task forces of the Committee need not be Trustees.

Section 9. TERM OF OFFICE. Unless otherwise provided herein, the Chairman of each committee and a Director shall serve a term of not more than three(3) consecutive years and shall be eligible for re-appointment for additional terms as approved by the Board of Trustees. Each member of a Committee of the Board shall serve no more than two consecutive three-year terms unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof. There is no limit on the term of service on other committees. A Chairman of a Task Force shall serve for no more than three (3) consecutive years. There is no limit on the term of service on a Task Force.

Section 10. QUORUM. Unless otherwise provided in these By-Laws or in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. A committee may take action without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the members of the committee.

Section 11. RULES. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with the rules adopted by the Board of Trustees.