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SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form 8-K on 10/25/2016
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member for whom such person is an alternate is absent or disqualified.  Each member (and each alternate member) of any committee shall hold office only until the time he or she shall cease for any reason to be a director, or until his or her earlier death, resignation or removal.


Section 3.03.  Committee Procedures.  A quorum for each committee shall be a majority of its members, unless the committee has only one or two members, in which case a quorum shall be one member, or unless a greater quorum is established by the Board.  The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.  Each committee shall keep regular minutes of its meetings and report to the Board when required.  The Board may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these bylaws, and each committee may adopt its own rules and regulations of government, to the extent not inconsistent with these bylaws or rules and regulations adopted by the Board.


Section 3.04.  Meetings and Actions of Committees.  Meetings and actions of each committee shall be governed by, and held and taken in accordance with, the provisions of the following sections of these bylaws, with such bylaws being deemed to refer to the committee and its members in lieu of the Board and its members:


(a)  Section 2.04 (to the extent relating to place and time of regular meetings);


(b)  Section 2.05 (relating to special meetings);


(c)  Section 2.06 (relating to notice and waiver of notice);


(d)  Sections 2.08 and 2.10 (relating to telephonic communication and action without a meeting); and


(e)  Section 2.09 (relating to adjournment and notice of adjournment).


Special meetings of committees may also be called by resolution of the Board.


Section 3.05.  Resignations and Removals.  Any member (and any alternate member) of any committee may resign from such position at any time by delivering a written notice of resignation, signed by such member, to the President or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Any member (and any alternate member) of any committee may be removed from such position by the Board at any time, either for or without cause.


Section 3.06.  Vacancies.  If a vacancy occurs in any committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum is present.  A committee vacancy may be filled only by the Board.