EXECUTIVE COMMITTEE CHARTER
Committee is appointed by the Board to provide board oversight, direction and
counsel to the chief executive officer of the Corporation on all policy
Committee shall be routinely involved in matters affecting the strategic
direction of the Corporation including development and acquisition activities.
Committee shall monitor the financial performance of the Corporation and the
adequacy of capital.
Committee shall assist and guide the chief executive officer in the resolution
and implementation of major management decisions.
Committee shall consist of no fewer than five members, a majority of whom shall
meet the independence requirements of the New York Stock Exchange. Committee
members may be replaced by the Board.
AUTHORITY AND RESPONSIBILITIES
- The Executive Committee shall have all of the
authority to act on behalf of the Board of Directors on all matters when
the Board is not in session except that the committee shall not have the
power or authority to amend the Articles of Incorporation, adopt an
agreement of merger or consolidation, recommend to the shareholders the
sale, lease or exchange of all or substantially all of the Corporationís
property and assets, recommend to the shareholders a dissolution of the
Corporation or revocation of a dissolution, amend the Bylaws of the
Corporation, fill vacancies in the Board of Directors, or fix compensation
of the directors serving on the Board or on a committee. The Executive
Committee shall have the authority to declare a dividend and to authorize
the issuance of capital stock.
- The Executive Committee, through its chairman,
shall report to the Board at each regularly scheduled meeting of the Board
of Directors on the activities of the committee.