|JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997|
8.13. Committee. In the event a committee is appointed to serve as
administrator under this program, the following provisions will apply:
(a) A committee member by writing may delegate any or all of his
rights, powers, duties and discretions to any other member or to
an alternate, with the consent of the latter.
(b) The committee members may act by meeting or by writing signed
without meeting, and may sign any document by signing one
document or concurrent documents.
(c) An action or a decision of a majority of the members of the
committee as to a matter shall be as effective as if taken or
made by all members of the committee.
(d) If, because of the number qualified to act, there is an even
division of opinion among the committee members as to a matter,
a disinterested party selected by the committee shall decide the
matter and his decision shall control.
(e) Except as otherwise provided by law, no member of the committee
shall be liable or responsible for an act or omission of the
other committee members in which the former has not concurred.
(f) The certificate of the secretary of the committee or of a
majority of the committee members that the committee has taken
or authorized any action shall be conclusive in
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