2003 Executive Charter: DTEExecutive Committee
Purpose: To have to the extent permitted by law and subject to the limitations in Section 7, Article II of the Bylaws of the Company, the authority, powers and duties of the Board when the Board is not in session.
Duties: Specific duties are set forth in the Company's Bylaws. They provide that the Committee may exercise, when the Board is not in session, all the powers and authority of the Board of Directors in the management of the business and affairs of the company in such manner as the Executive Committee may deem in the best interest of the Company except with respect to:
Amending the Bylaws.
Changing the number of directors constituting the whole Board or filling vacancies in the Board.
Establishing, changing the membership of, or filling vacancies in, any committee.
Fixing the compensation of the directors or committee members.
Submitting matters for action by shareholders.
Amending or repealing a resolution of the Board which by its terms may not be changed by the Executive Committee.
Make regular reports to the Board, keep the Board informed of matters that come before the Committee and advise the Board of any developments that the Committee believes should have Board consideration.
Authority: The Committee shall have the authority to perform the duties listed in this charter.
Meetings: The Committee meetings may be called by the Chairman of the Board, or, the President, or, in the event of the incapacity of the Chairman of the Board and the President, by two or more members of the Executive Committee by giving reasonable notice of the time and place of such meetings. All such meetings shall be held at the office of the Company in the City of Detroit unless some other place is specified in the notice.