Executive Committee Charter
Authority and Purpose
The Executive Committee (the "Committee") is a committee of the Board of Directors (the "Board") of the Business Council for International Understanding, Inc., a New York not-for¬profit corporation (the "Corporation"). The principal purpose of the Committee shall be to undertake those specific functions and responsibilities listed in this Charter and such other duties as the Board shall from time to time prescribe. All powers of the Committee are subject to the restrictions designated in the Corporation's Bylaws (the "Bylaws") and imposed by applicable law.
Committee Membership
The members of the Committee (the "Members" or, individually, each a "Member") shall be appointed by the Board, and shall serve at the discretion of the Board. The Members shall include the following employee directors and non-employee directors of the Board:
- 1. The Chair of the Board;
- 2. The Secretary of the Board;
- 3. The President of the Corporation;
- 4. The chief financial officer of the Corporation, as an ex officio Member if not a member of the Board;
- 5. The Chairpersons of the other standing committees of the Board; and
- 6. Other members of the Board as the Board may appoint.
The Chair of the Board shall also serve as Chair of the Committee (the "Chair"). In the Chair's absence the President shall act as Chair of the Committee, or the Chair or the President may designate another member of the Committee to preside at meetings of the Committee. The Secretary of the Board shall act as Secretary of the Committee.
Members of the Committee will serve for a term of three (3) years following appointment or until their earlier resignation or removal, and shall be eligible for reappointment at the end of such term at the Board's discretion.
Functions and Responsibilities
The Committee shall have the power and responsibility to undertake the following duties:
- 1. Make policy and other recommendations for consideration by the Board.
- 2. Act for the Board with respect to such matters as the Board may from time to time deem expedient to delegate to the Committee or such matters which, in the opinion of the Chair of the Board or the President of the Corporation, require urgent consideration or action.
- 3. Review the nomination of new members of the Board of Directors and cause due diligence to be performed as appropriate.
- 4. Provide a periodic review of Corporation initiatives between meetings of the full Board.
Additional Duties Responsibilities
- 6. Review and reassess the adequacy of this Charter annually.
- 7. Review and assess the performance and effectiveness of the Committee annually.
- 8. Report regularly to the Board with respect to the Committee's activities and make recommendations as appropriate.
- 9. Review with the Corporation's legal counsel any legal matters that may come to the attention of the Committee in the performance of its duties.
- 10. Take any other actions that the Committee deems necessary or proper to fulfill the purposes and intent of this Charter.
Committee Meetings and Conduct of Business
The Committee shall conduct its business in accordance with this Charter, the Bylaws and any direction provided by the Board. The Committee shall meet at least twice annually, at a time and place determined by the Chair of the Committee, and at such other times when deemed necessary or desirable by the Committee or its Chair. The Committee may establish its own schedule of meetings. Members may participate in meetings of the Committee by means of telephonic conference call or similar communications equipment, which permits all persons participating in the meeting to hear each other, and such participation shall constitute presence in person at such meeting. A majority of the appointed Members, but not fewer than three (3) Members, including at least two (2) non-employee Board members, shall constitute a quorum for the transaction of business of the Committee.
Unless the Committee or Board by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all Members consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Committee.
The Committee shall maintain written minutes of its meetings, which minutes, following approval by the Committee, shall be filed with the Board at the next regularly scheduled meeting of the Board.