U:\FINANCE\CORP-SEC\AGLR\CHARTERS\EC.WPD Executive Committee Charter - October 31, 2000
2003 Committee Charter : ATG
AGL RESOURCES INC.
The Executive Committee of AGL Resources Inc., a Georgia corporation (the
"Company"), is a committee of the Board of Directors of the Company, the composition
and responsibilities of which are described in this Executive Committee Charter.
In accordance with Article III of the Bylaws of the Company, the Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate an
Executive Committee. The Executive Committee shall consist of no fewer than four (4)
members. The members of the Executive Committee shall include the Chairman of the
Board and the Chief Executive Officer and the heads of each standing committee of the
Board. Others may be appointed by the Board of Directors. In accordance with Article V
of the Bylaws of the Company, the Chief Executive Officer shall be the Chair of the
The members of the Executive Committee shall serve at the pleasure of the Board of
Directors or until their successors shall be duly designated. Vacancies in the Executive
Committee shall be filled by the Board of Directors.
In accordance with Article III of the Bylaws of the Company, during the intervals
between the meetings of the Board of Directors, the Executive Committee shall have and
may exercise all of the authority of the Board of Directors in the management of the
business affairs of the Company to the extent authorized by the resolution providing for
the Executive Committee or by subsequent resolution adopted by a majority of the whole
Board of Directors. This authorization is subject to the limitations imposed by law, the
Bylaws of the Company or the Board of Directors.
The Executive Committee shall keep full and fair accounts of its work and findings, and
written minutes of each meeting shall be duly filed in the Company's records. Reports of
meetings of the Executive Committee shall be made to the Board of Directors at its next
regularly scheduled meeting following the Executive Committee meeting, accompanied
by any recommendations to the Board of Directors approved by the Executive