This Executive Committee Charter was adopted by the Board of Directors (the “Board”) of SCPIE Holdings Inc. (the “Company”) on February 26, 2004.
The Executive Committee (the “Committee”) of the Board shall consist of four members of the Board, including the Chairman of the Board and the Chief Executive Officer of the Company (as long as such officer is a member of the Board). Each Committee member shall be appointed by the Board and shall serve until a successor shall be appointed by the Board. In the event any member of the Committee shall cease to be a director of the Company, the vacancy thus created shall be filled by the Board. The Chairman of the Board shall serve as “Chairman” of the Committee and shall preside over meetings of the Committee and report Committee actions to the Board.
The Board may from time to time change the number of members of the Committee. The Committee members may be removed from the Committee, with or without cause, by the Board.
The Committee shall act only in the intervals between meetings of the Board and shall hold meetings as necessary. Meetings shall be held when called by the Chairman, or in his or her absence or disability by any Committee member. The call shall be communicated orally or in writing to each member of the Committee at least two hours before the hour fixed for the meeting. The actions taken at any meeting of the Committee, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the members not present signs a written waiver of notice or a consent to hold such a meeting or an approval of the minutes of the meeting. All such waivers, consents or approvals shall be made a part of the minutes of the meeting. A majority of the members serving on the Committee shall constitute a quorum for the transaction of business. Meetings shall be held at the principal offices of the Company or as directed by the Chairman.
The Company's Secretary shall appoint an appropriate person to keep regular minutes of all Committee proceedings. The minutes of each meeting shall be submitted to a subsequent meeting of the Board held within the following quarterly calendar period. Unless otherwise provided in this Charter, the meetings and any other actions of the Committee shall be governed by the provisions of Article III of the Bylaws of the Company applicable to meetings and actions 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 Company, including, without limitation, the power to authorize or take such other actions relating to the issuance of securities of the Company, except with respect to (1) the approval of any action for which the Delaware General Corporation Law also requires stockholders’ approval or approval of the outstanding shares and (2) the amendment or repeal of Bylaws or the adoption of new Bylaws.
The Committee shall be subject at all times to the control of the Board, which shall have the power to revise or alter any action taken by the Committee; provided, however, that no rights of third parties shall be affected thereby.