Amended June 25, 2014
Bylaws, Article IX, Section (a) states:
There shall be an executive committee of the Board consisting of the chair and up to seven but no more than six other trustees elected by the vote of a majority of the entire Board at the annual meeting each year. The chair of the executive committee shall be the chair of the Board. A vacancy in the committee may be filled by the Board at any meeting. A meeting of the committee may be called at any time when the Board is not in session by any member of the committee. Four members of the committee shall constitute a quorum for the transaction of business, and the committee may act upon the vote of a majority of all members present. The committee shall serve at the pleasure of the Board and shall have all powers of the Board when the Board is not in session, except that it shall have no authority as to the following matters:
- the filling of vacancies in the Board or in any committee thereof;
- the fixing of compensation for the president of the corporation;
- the amendment or repeal of the bylaws or the adoption of new bylaws; and
- the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.
The committee shall keep regular minutes of its proceedings and shall report all actions to the Board at the next meeting of the Board following such action.
In addition to the specific section of the Bylaws establishing the executive committee, other provisions of the Bylaws related to the committee include the following:
The president of the Fund shall be an ex officio member of the committee.
The president of the Fund shall be entitled to have notice of committee meetings and to attend and vote at meetings of committees of which the president is a member, but the president shall be under no obligation to attend and shall not be counted to determine the number necessary to make a quorum or to determine whether a quorum is present.
Any action required or permitted to be taken by the Board or any committee may be taken without a meeting, if all members of the Board or the committee consent in writing or electronically to the adoption of a resolution authorizing the action. If written, the consent must be executed by the trustee or committee member by signing the consent or causing his or her signature to be affixed to the consent by any reasonable means, including but not limited to facsimile signature. If sent electronically, the consent must set forth or be submitted with information from which it can reasonably be determined that the transmission of the consent was authorized by the trustee or committee member. The resolution and the consents thereto by the members of the Board or of such committee shall be filed with the minutes of the proceedings of the Board or of such committee.
Any one or more members of the Board or of a committee may participate in a meeting of the Board or the committee by means of a conference telephone or similar communications equipment as long as all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
In addition to the requirements of the Bylaws, this charter sets forth the following additional provisions that guide the committee.
The executive committee is charged by the Board of Trustees of the Rockefeller Brothers Fund with responsibility for reviewing the Fund's governance policies and procedures, budget and spending policy, and other matters as referred by the board, such as general management, legal, and personnel policies, as the Board may from time to time determine.
- The committee will meet at least twice in each year, one of which meetings will be during the fourth quarter of the year to review and make recommendations to the Board concerning the budget.
The committee shall:
- Possess and exercise the authority of the Board in the management of the business of the Fund between meetings of the Board, except the committee shall not have authority to perform any function of the audit committee.
- Review and make recommendations to the Board with respect to the Fund's governance policies, procedures, and basic governance documents, such as the bylaws and committee charters.
- Review budget and spending policy as proposed by the president and the vice president for finance and operations. In fulfilling this responsibility, the committee shall: review reports on the Fund's financial position; review and make recommendations to the Board with regard to annual spending level and budget; and review other matters that may materially affect the Fund's financial position.
- Review staff compensation and benefits policy as recommended by the compensation committee.
- Working with the compensation committee and with the Board chair, review in executive session the performance of the president, and in light of that performance review, make a recommendation to the Board regarding the compensation for the president.
- Review general management, legal, and personnel matters. In fulfilling this responsibility, the committee may: review legislative, regulatory and legal matters that may affect the Fund; review current or pending litigation involving the Fund; and review other matters that may materially affect the Fund's operations.
- Periodically review and assess the adequacy of this charter.