Executive Committee Charter
The Executive Committee (“the Committee”) is charged with helping the full board and president and CEO to function more effectively. While the Committee does not replace the full board or the decision-making role for the organization, it is charged with ensuring that the board is aware of major issues and is dealing with strategic decision-making.
Responsibilities
The Committee’s responsibilities include, but are not limited to, the following:
- Ensuring that the full board has sufficient, accurate, and timely information and objective data to make strategic decisions
- Hiring of and establishing compensation (salary and benefits) for the president and CEO
- Supervising the president and CEO and performing their annual performance evaluation (with cochairs serving as leads on this activity)
- Acting as a communication link between the full board and the CEO
- Appointing the cochairs of the governance committee;
- Serving as a sounding board for the president and CEO, senior leadership team, and the full board
- Supporting full board participation of core PEAK events, activities, and operational priorities
The Committee can act on behalf of the board on items with a time sensitive nature or other items it deems important but not to the level of requiring the full board’s attention. However, it is not authorized to act with respect to powers that are fundamental to board operation as detailed below:
- Adopting a plan of distribution of corporate assets
- Approving or adopting a plan for dissolution, merger, sale, or transfer of assets
- Filling board seats without approval of the full board
- Electing, appointing, or removing officers or directors
- Adopting, amending, or repealing the articles or bylaws
- Approving a budget
- Taking action inconsistent with any resolution or action of the board when that resolution or action specifically provides that it can’t be changed by committee action
Structure
The Executive Committee is a standing committee of the PEAK Grantmaking board.
Composition
The Committee shall consist of the two board cochairs, serving staggered, two-year terms (unless an alternative term is approved by the full board), in addition to a secretary and treasurer (also appointed by the board for a two-year term), the Chair of the Audit Committee, and one of the Cochairs from the Governance Committee.
Meetings
The Committee meets quarterly, as necessary at the discretion of the cochairs, and by special request of the president and CEO. The Committee may form subcommittees to work on specific tasks, but all decisions or recommendations shall be discussed with all members of the Committee before being presented to the full board.
Staff Liaison
The president and CEO will serve as the staff liaison to the Committee to facilitate its work.