of Directors, by resolution dated
Executive Committee is to advise and aid the officers of Kimball International
in all matters concerning its interests and the management of its business and
exercise all the powers of the Board of Directors when the Board is not in
session, except as otherwise provided by the Indiana Business Corporation Law.
The Executive Committee will fulfill this purpose by carrying out the duties and responsibilities enumerated in this Charter.
Executive Committee's primary responsibility shall be to act in an
administrative capacity on behalf of the Board when it is not in session, to
authorize by resolution and/or execute instruments to expedite transactions in
the normal course of business. It is expected that all major strategic and
policy decisions will be made by the full Board.
The Executive Committee shall at all times operate in accordance with the requirements of Article VII: Executive Committee of the By-laws of the Company.
Committee shall be comprised of at least two Directors appointed by the Board
together with the person or persons holding the following positions: Chairman
of the Board, Vice Chairman of the Board, Chief Executive Officer, and
President, if those persons are also Board members.
The members of the Committee shall be appointed by the Board. The Chairperson of the Board hall serve as the Chairperson of the Committee. Each member shall serve at the pleasure of the Board.
The Committee shall have no mandatory meetings, but shall meet as frequently as circumstances dictate. The Committee may act by unanimous written consent, in lieu of a meeting.