7.4 Meetings of Committees: Meetings of standing committees and special committees may be called by the President of the Corporation or the chair of the committee. Except as otherwise provided in these Corporate Bylaws, each committee shall meet as often as necessary and appropriate to perform its duties. Each committee shall report to the Board of Directors at its next Regular Meeting subsequent to each meeting of the committee and such reports shall be kept as part of the minutes of the Board of Directors. 7.5 Quorum, Voting and Manner of Acting: (a) At any meeting of the Members of the Corporation, a quorum for the transaction of business shall consist of not less than a majority of the Members; provided, however, that such majority must include the Town of Cutler. If less than a quorum is present, then a smaller number may adjourn such a meeting from time to time until a quorum is obtained. (b) At any meeting of the Directors, or any committee of the Board of Directors, a majority of the Directors or persons serving on the committee that have been elected (or otherwise appointed) and qualified then in office shall constitute a quorum for the transaction of business at any meeting; provided, however, that such majority must include two Municipal Directors appointed by the Town of Cutler and at least one other Municipal Director. If less than a quorum is present, then a majority of the Directors or persons serving on the committee present may adjourn the meeting. (c) The act of a majority of the Members, Directors or persons serving on a committee of the Board of Directors present at a meeting at which a quorum is present shall be the act of the body meeting, unless the act of a greater number is required by the Articles of Incorporation, these Corporate Bylaws, or any provision of law. (d) Each Member, Director or individual serving on a committee of the Corporation who is present shall have one vote on each matter submitted to a vote at any meeting. Except at meetings of the Members where proxies shall be permitted, voting by proxy at meetings of the Directors or their committees shall not be permitted. At meetings of the Members, the Chairman of any Town Council, or the first Selectman of any Board of Selectmen, of any Member shall be presumed to be the person authorized to vote for the Member, but proxies duly executed in the name of the Member shall be conclusive evidence of the Member's authorized actions at any meeting of the Members. 7.6 Conduct of Meetings: The President of the Corporation, or in the absence of the President, the Vice President, shall call any meeting of the Members or Directors to order and shall act as the chairperson of the meeting. The chairperson of a committee, or in the absence of the Committee chair, a vice chairperson or chair pro tern, shall call any committee meeting to order and shall act as the chairperson of the meeting. 11