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Executive Committee

Constitution and Bylaws Mandate

There shall be an Executive Committee of the Board of Directors composed of the officers and the Chief Executive Officer who shall serve as an ex-officio, non-voting member. The Executive Committee shall act between meetings of the Board, if necessary. Actions taken are subject to review and approval by the Board of Directors, not later than the next meeting of the Board.

Committee Responsibilities

1. Perform policy work
  • Carry out specific directions of the board and take action on policies when they affect the work of the executive committee or when the full board directs the committee to do so.

2. Act as liaison with the CEO

  • Provide counsel, feedback and support to the CEO when needed.
  • Facilitate the annual performance evaluation of the CEO by the board and report the results to the CEO.
  • Review compensation and benefits of the CEO.

3. Conduct executive searches

  • Assume the lead in the search for a CEO when necessary or delegate the responsibility to a task force.
  • Conduct the research necessary to determine the appropriate salary for a CEO.
  • Seek approval from the full board before hiring the CEO.

4. Handle Urgent Issues

  • Resolve an emergency or organizational crisis.

Additional Points

  • The executive committee should limit itself to making decisions on rare occasions, following through on decisions made by the board and possibly facilitating the board’s time management.
  • The executive committee should be mindful of the fact that it reports to and is accountable to the full board and is not a replacement for the full board.
  • The executive committee should report all decisions and actions taken in an emergency situation to the full board as soon as possible.
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