Financials & Governance

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Executive Committee Charter

I. Purpose of Committee

The Executive Committee (the “Committee”) is a committee of the Corporation’s Board of Directors (the “Board”). The purpose of the Committee is to (1) exercise the powers of the Board in relation to appropriate matters that arise between regularly scheduled Board meetings or when it is not practical or feasible for the Board to meet, and (2) serve as a resource to the CEO between meetings on any strategic matters the CEO or Board Chair deem appropriate. ?

II. Committee Membership

The Committee is chaired by the Chair of the Board. The Committee shall consist of the Chair of the Board, the Vice-Chair of the Board, and the chairs of each of the standing committees of the Board as identified in the Bylaws. The members of the Committee shall serve on the Committee as long as they hold such positions or until their successors are chosen and qualified.

III.?Committee Authority and Responsibilities

The Committee shall have the authority and responsibilities set forth below:

  1. Act on behalf of the Board on matters that require attention between scheduled Board meetings when it is not practical or feasible for the Board to meet. This authority shall include responsibility to (1) review and recommend Board approval of an Emergency CEO Succession Plan and (2) launch the search process for a new CEO when necessary, including establishing a CEO Search Committee and appointing members to such committee including at least one member of the ACS CAN Board of Directors.
  2. Exercise the powers of the Board, except to the extent prohibited by applicable law and regulations, the Corporation’s articles of incorporation, the Corporation’s Bylaws or any resolution of the Board.
  3. At the request of the CEO or Board Chair, provide advice on strategic matters and serve as a sounding board or advisor, including as it relates to matters that must come before the Board or any of its standing committees.
  4. Report promptly to the Board on the Committee’s activities, including Committee findings, recommendations, and any other matters the Committee deems appropriate or the Board requests.
  5. Have such other responsibilities as may be provided in the Corporation’s Bylaws or that the Board may delegate or assign to the Committee from time to time.

IV. Committee Meetings

The Committee will meet as often as it deems necessary or appropriate in accordance with this charter and the Bylaws.

As necessary, the Committee may meet in a joint session with other committees regarding items of concern to both committees.

V. Committee Minutes

The Committee will keep minutes of its meetings and shall report its actions to the Board at the next meeting of the Board.

VI. Committee Evaluation

As directed by the Governance and Nominating Committee, at least every two years, the Committee will conduct a performance evaluation to review the performance of the Committee in relation to the requirements of this Charter and shall report the results of such review to the Board.