GNC 2010 Annual Report Download - page 193

participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.
Section 10 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to
the Board of Directors when required.
Section 11 Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or
securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like compensation for service as committee members.
Section 12 Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or
solely because any such director's or officer's vote is counted for such purpose if: (i) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director's or officer's relationship or
interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors
may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract
or transaction. 7