EXECUTIVE COMMITTEE CHARTER
The Executive Committee is a
standing committee of the Board of Directors charged with deciding matters on
behalf of the Company on which action by the entire Board of Directors is
either difficult due to circumstances, or unnecessary. The power of the
Executive Committee to act on behalf of the entire Board of Directors shall extend
to all matters not precluded by law, the Company’s Articles of Incorporation or
- Appointment and Term. The Executive Committee shall
be appointed annually by a majority vote of the Board of Directors. The
Board of Directors, by majority vote, may remove any member of the
Executive Committee. Except for the prior resignation or removal, each
member of the Executive Committee shall serve on the Executive Committee
until his or her term of office as a director of the Company expires.
- Composition. The Executive Committee shall be composed of at
least three Directors, one of who shall be the Chairman of the Board of
Directors and another from Company management.
- Qualifications.In addition to meeting the director
qualifications set forth in the Company’s Corporate Governance Guidelines,
the members of the Executive Committee shall demonstrate an understanding
of Company operations and projects and the appropriate risk of each operating
- Chairperson. The Chairman of the Board of Directors shall
serve as Chair of the Executive Committee. It is the responsibility of the
Chairperson to schedule all meetings of the Executive Committee and
provide the Executive Committee, other board members, and the Company’s
Secretary with a written notice and written agenda for all meetings.
- Meetings. The Executive Committee shall meet or act by written
consent as circumstances require. The Executive Committee may ask members
of management or others to attend the meetings and provide pertinent
information as necessary.
- Reporting and Minutes. The Executive Committee shall
report committee actions to the entire Board of Directors and shall
provide all notices, written consents and minutes of meetings of the
Executive Committee to the Board of Directors. All notices, agendas,
written consents and minutes of meetings shall be provided to the
Company’s Secretary in order for payment of any applicable meeting fees
and expenses to be made.
As of June 25, 2003