GIRLS WHO INVEST, INC.
EXECUTIVE COMMITTEE CHARTER
1. Purpose
The Executive Committee (the “Committee”) is a standing committee appointed by the Board of Directors (the “Board”) of Girls Who Invest, Inc. (the “Organization”) to (1) act with full authority of the Board between Board meetings, subject to statutory and Board-imposed limitations on committee action, (2) make recommendations to the Board regarding the Chief Executive Officer’s performance goals for the subsequent year, and (3) provide a sounding board to the Chief Executive Officer and serve as a source of ready advice on operating, program and personnel matters.
2. Committee Membership
The Committee shall be comprised of the Chair of the Board, the Lead Independent Director and the Chairs of each of the Audit and Finance Committee, Compensation Committee and Nominating & Corporate Governance Committee. Each member of the Committee shall meet all applicable independence requirements, including being an “Independent Director” (as such term is defined in the Organization’s Conflict of Interest and Disclosure Policy, as may be amended from time to time). The members and Chair of the Committee shall be appointed and removed by the Board.
3. Authority and Responsibilities of the Committee
3.1 The Committee shall act with full authority of the Board between Board meetings, subject to statutory and Board-imposed limitations on committee action. Notwithstanding the foregoing, the Committee shall not have the authority to adopt, amend or repeal any provision of the Amended and Restated Bylaws or take any other action which has been reserved for action by the full Board pursuant to the Amended and Restated Bylaws, a resolution of the Board or which the Committee is otherwise prohibited by law to take.
3.2 The Committee shall make recommendations to the Board regarding the Chief Executive Officer’s performance goals for the subsequent year.
3.3 The Committee shall provide a sounding board to the Chief Executive Officer and serve as a source of ready advice on operating, program and personnel matters.
3.4 The Committee shall ensure through inquiry and other appropriate means that management is communicating the importance of the Organization’s values, code of conduct and ethics and internal controls.
3.5 The Committee shall, in discharging its responsibilities, have full access to any relevant records of the Organization.
3.6 The Committee shall have such other authority as may be delegated to it by resolution of the Board.
3.7 The Committee shall review annually the adequacy of this Charter. The performance and effectiveness of the Committee and this Charter will be assessed annually as part of the Board’s evaluation process.
4. Meetings, Reports and Procedures
4.1 The Committee shall hold meetings as the Committee or its Chair deems advisable. The Committee is governed by the rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of the Certificate of Incorporation and Amended and Restated By-laws of the Organization, or (b) the New York Consolidated Laws, Not-For-Profit Corporation Law.
4.2 In advance of every meeting, the Chair of the Committee, with the assistance of management of the Organization, shall prepare and distribute to the Committee members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting.
4.3 The Committee shall keep adequate minutes of all its proceedings and will report through the Committee Chair to the Board following meetings of the Committee. Committee members will be furnished with copies of the minutes of each meeting and any action taken.