The Executive Committee represents the board of directors in discharging all of its responsibilities between meetings of the board of directors, and may generally exercise all of the powers of the board, except those powers expressly reserved by applicable law to the Board, in the management and direction of the business and conduct of the affairs of Standard Pacific, subject to any specific directions given by the board.
This charter sets forth authority and responsibility of the Executive Committee of the Board of Directors of Standard Pacific Corp. (the “Company”). The Executive Committee exists to facilitate action by the Board of Directors between meetings of the Board.
The Executive Committee will be appointed annually to serve at the pleasure of the Board of Directors and will be comprised of not less than three Directors. The Board of Directors shall designate one member of the Committee to be Chair. Vacancies in the Executive Committee may be filled at any meeting of the Board of Directors.
Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time may fix. Special meetings of the Executive Committee may be called by the Chairman of the Executive Committee and the Secretary shall call special meetings when requested to do so by any two members thereof. Notice shall be given in the same manner as notice of special meetings of the Board of Directors.
Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if consent in writing is given thereto by all members of the Executive Committee and such consent is filed with the minutes.
A majority of the members of the Executive Committee, but no fewer than two persons, shall constitute a quorum for the transaction of business at any meeting of the Executive Committee. Any action of the Executive Committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present and in any event shall require not less than two affirmative votes.
AUTHORITY AND RESPONSIBILITY
Subject to any restrictions or limitations on the delegation of power and authority imposed by the provisions of the Delaware General Corporation Law, the Company’s Certificate of Incorporation and its Bylaws, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors during the intervals between meetings of the Board of Directors, and may authorize the seal of the Company to be affixed to all papers which may require it.
RECORD OF MEETINGS
Minutes of the meetings of the Executive Committee will be prepared promptly by the Secretary or Assistant or a delegate. The Secretary shall cause to be kept in the minute books of the Company the minutes of the meetings of the Executive Committee. These minutes shall be presented to the member of the Board of Directors from time to time for their information.