BE IT RESOLVED that, effective upon adjournment of this meeting, an Executive Committee of this Board of Directors hereby is established to consist of at least five directors, one of whom shall be the Chairman of the Board of Directors, who shall be appointed by this Board of Directors as the Committee’s chair, and one of whom shall be the Chief Executive Officer of this Corporation (if the Chairman of the Board is not the Chief Executive Officer); and

BE IT FURTHER RESOLVED that the Executive Committee may exercise any of the powers and perform any of the duties of the Board of Directors, subject to the limits set forth in California Corporations Code Section 311; and

BE IT FURTHER RESOLVED that this Executive Committee shall fix its own time and place of meetings and shall prescribe its own rules of procedure; and

BE IT FURTHER RESOLVED that, unless otherwise designated by the Committee, the Corporate Secretary of this corporation, or an Assistant Corporate Secretary, shall serve as secretary to the Executive Committee; and