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ARTICLE X <br />Committees <br />Section 1. Committees of Directors. In addition to the Architectural Control Committee appointed <br />and constituted pursuant to the Declaration, the Board may, by resolution adopted by a majority of the <br />Directors then in office, designate one or more committees, each consisting of two or more Members <br />(who may also be Directors), to serve at the pleasure of the Board. Committees shall have all the <br />authority of the Board with respect to matters within their area of assigned responsibility, except that no <br />committee, regardless of Board resolution, may: <br />(a) Take any final action on any matter that, under the California Nonprofit Mutual Benefit <br />Corporation Law, also requires approval of the Members. <br />(b) Fill vacancies on the Board of Directors or on any committee that has been delegated <br />any authority of the Board. <br />(c) Amend or repeal Bylaws or adopt new Bylaws. <br />(d) Amend or repeal any resolution of the Board of Directors that by its express terms is <br />not so amendable or repealable. <br />(e) Appoint any other committees of the Board of Directors or the members of those <br />committees. <br />(f) Expend Association funds to support a nominee for Director after there are more people <br />nominated for Director than can be elected. <br />(g) Approve any transaction (i) to which the Association is a party and one or more <br />Directors have a material financial interest; or (ii) between the Association and one or more of its <br />Directors or between the Association or any person in which one or more of its Directors have a material <br />financial interest. <br />Section 2. Effect of Committee Actions. Unless otherwise expressly provided in the Governing <br />Documents or in the Board resolution authorizing and empowering a committee, all actions of any <br />committee shall be considered advisory to the Board and shall be scheduled on the agenda of the Board <br />meeting next following the committee's action or decision for affirmation, rescission, or modification, <br />as the Board in its discretion deems appropriate. <br />ARTICLE XI <br />Officers <br />Section 1. Officers. The Officers of the Association shall be a President, a Vice President, a <br />Secretary and a Chief Financial Officer. The Association may also have, at the discretion of the Board, <br />one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be <br />-16- <br />City Council 26 — 642 1/16/2024 <br />