When the Board of Directors is not meeting, the Executive Committee (the "Committee") shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Massey Energy Company (the "Company"), provided, however, that the Committee shall not have any power or authority to amend the Restated Certificate of Incorporation or the Restate Bylaws of the Company; or to adopt an agreement of merger or consolidation; or to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, or a dissolution of the Company, or a revocation of such dissolution; or to declare a dividend; or to issue stock.
The Committee, appointed annually by the Board of Directors at its meeting in conjunction with the annual shareholders meeting, shall consist of at least four Directors and a nonvoting Secretary. Current membership of the Committee is listed at the beginning of this section.
Meetings are scheduled as required. A quorum for the purpose of conducting business at any meeting shall consist of a majority of Directors who are members of the Committee.