EXECUTIVE COMMITTEE CHARTER
2003 Executive Charter: SXI
The Executive Committee is a standing committee of the Board of Directors of Standex International Corporation (the "Company").
The Executive Committee shall consist of not fewer than three nor more than six members who shall serve at the pleasure of the Board and shall be subject to the control and direction of the Board.
The members of the Executive Committee shall serve until their successors are appointed and qualify. The members of the Committee shall be appointed on the recommendation of the Board's Corporate Governance/Nominating Committee. The Board shall have the power at any time to change the membership of the Executive Committee and to fill vacancies in it. Except as expressly provided in this Charter or the by-laws of the Company or the Corporate Governance Guidelines of the Company, the Executive Committee shall fix its own rules of procedure.
The Executive Committee shall be responsible for the management of the business and affairs of the Corporation on behalf of the Board of Directors, from time to time, as necessary between regularly scheduled meetings of the Board of Directors.
RESPONSIBILITIES AND DUTIES
The Executive Committee shall have all the power and authority of the Board in the management of the business and affairs of the Corporation, consistent with the directives and policies established from time to time by the Board, and shall act in a general and advisory capacity to management, provided, however, that the Executive Committee shall not have the power or authority to:
amend the Certificate of Incorporation or the By-Laws of the Corporation;
The Executive Committee shall meet as often as its membership shall deem appropriate to carry out its functions.
The Executive Committee shall: