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Charles N Wyble 2025-03-04 14:32:25 -06:00
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@ -2136,39 +2136,64 @@ b. Directors shall:
d. Implement any required remedial actions within 15 days of findings.
### Section 7.6 - Committee Meetings
1. Regular Meetings:
- The Company Committee shall meet at least quarterly
- Meeting notices must be provided at least 14 days in advance
- Meetings may be held virtually or in person
1. **Regular Meetings**:
2. Special Meetings:
- May be called by the Committee Chair or any two members
- Require 48-hour notice unless waived by all members
- May be held virtually or in person
a. The Company Committee shall meet at least quarterly;
b. Meeting notices must be provided at least 14 days in advance;
c. Meetings may be held virtually or in person; and
d. Agendas must be distributed at least 7 days in advance.
2. **Special Meetings**:
a. May be called by the Committee Chair or any two members;
b. Require 48-hour notice unless waived by all members;
c. May be held virtually or in person; and
d. Must include specific agenda items requiring urgent attention.
3. **Quorum and Voting**:
a. A majority of Committee members constitutes a quorum;
b. Actions require majority vote of members present;
c. Each member has one vote; and
d. No proxy voting permitted.
3. Quorum and Voting:
- A majority of Committee members constitutes a quorum
- Actions require majority vote of members present
- Each member has one vote
- No proxy voting permitted
### Section 7.7 - Reporting Requirements
1. The Company Committee shall provide:
- Monthly reports to the TSYS Group Board
- Quarterly reports to series members
- Annual independence certifications
- Special reports as requested by the Board
1. **Reporting Schedule**: The Company Committee shall provide:
2. Reports shall include:
- Series activity and performance
- Compliance matters
- Risk assessments
- Material changes or events
- Other information as required by the Board
a. Monthly reports to the TSYS Group Board;
b. Quarterly reports to series members;
c. Annual independence certifications; and
d. Special reports as requested by the Board.
2. **Report Content**: Reports shall include:
a. Series activity and performance;
b. Compliance matters;
c. Risk assessments;
d. Material changes or events;
e. Financial performance metrics; and
f. Other information as required by the Board.
### Section 7.8 - Sociocratic Principles