Decisions Requiring Board Approval

To the extent permitted under governing law, the board may delegate to senior management or to a committee of the board its responsibilities, but it must maintain policies with respect to matters that can not be delegated and that require prior approval of the board of directors.  These policies, and the understanding between management and the board through previous board practice and accepted legal practice, will require that the Company’s annual strategic, operating and capital plans, significant capital expenditures and all transactions or other matters of a material nature must be presented by management for approval by the board.