Executive Committee of the Board of Directors Charter
The Executive Committee (the “Committee”) of the Board of Directors (the “Board”) assists the Board in fulfilling its responsibilities when the Board is not in session.
The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such other duties as are assigned by law, the Company’s certificate of incorporation or bylaws or by the Board.
The Committee shall be composed of at least three (3) members of the Board, one of whom shall be designated by the Board as the Chair.
Meetings and Procedures
The Committee shall meet as deemed necessary by the Committee.
In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, outside advisors to provide independent advice to the Committee.
The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee and other members of the Board. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.
The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.
The Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, including acting upon recommendations of other committees of the Board, except that the Committee shall have no power or authority with respect to the following matters:
- the approval of any action for which stockholder approval or approval of the outstanding shares also is required by the Delaware General Corporation Law;
- the filling of vacancies on the Board or any of its committees;
- the fixing of compensation of directors for serving on the Board or any of its committees;
- the adoption, amendment or repeal of the bylaws of the Company;
- the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
- a distribution to stockholders, except at a rate or in a periodic amount or within a price range determined by the Board of Directors;
- the appointment of other committees of the Board of Directors or the members thereof; or
- any other matter which (i) is expressly prohibited to be delegated to committees by the Delaware General Corporation Law or (ii) requires action by the full Board under the Company’s certificate of incorporation, bylaws or Board resolution.
The Committee shall review and reassess the Committee’s charter on a periodic basis and submit any recommended changes to the Board for its consideration.
The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.