Executive Committee Charter

I. Purpose of the Committee

The Executive Committee (“Committee”) is created by the Society’s Board of Directors (the “Board”) to exercise the powers of the Board in relation to matters that arise between regularly scheduled Board meetings or when it is not practical or feasible for the Board to meet.

II. Committee Membership

The Committee shall be composed of at least seven but not more than nine members of the Board. The Committee shall consist of the committee chairs of the Audit and Risk Committee, Governance Committee, Finance Committee, Human Capital Committee, and Science and Technology Committee (the “Committee Chairs”) and the Chair and Vice-Chair of the Board. The Chair, with approval of the Board, may appoint additional at large committee members. The Chair of the Board shall be the Chair of the Executive Committee. The Committee Chairs and the Chair and Vice-Chair of the Board shall serve as long as they hold such positions or until their successors are chosen and qualified. At-large Committee members shall serve a one-year term or until the earlier of their resignation from the Board or this Committee. At-large members of the Committee may serve additional one-year terms, provided they are reappointed as provided by this paragraph. Any member may be removed from the Committee by the Board, with or without cause, at any time.

III. Committee Authority and Responsibilities

The Committee will:

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, except to the extent prohibited by applicable law and regulations, any resolution of the Board, the Society’s articles of incorporation and the Society’s bylaws. The Committee shall not have the power or authority to act on behalf of the Board with respect to the following matters:
       a. Adopting, amending, or repealing any provision of the Society’s articles of incorporation or bylaws;
       b. Changing the members of, or filling of vacancies on, the Board or in any committee;
       c. The election or removal of officers and directors;
       d. The approval of a merger or plan of dissolution; and
       e. Authorizing the dissolution of the Society or revocation of a dissolution; and
       f. The approval of the sale, lease, exchange or other disposition of all or substantially all the assets of the Society;
       g. Any other matter which, pursuant to applicable law, Board resolution, or the Society’s articles of incorporation or bylaws, or committee charter, is reserved to a different committee or to the Board as a whole.                 
2. Call special meetings of the Board as the Committee deems appropriate from time to time;
3. 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, and maintain minutes or other records of Committee meetings and activities, and
4. Undertake such other responsibilities as the Board may delegate or assign to the Committee from time to time.

IV. Committee Operations

The Committee will meet as often as its Chair or a majority of its members deem necessary or appropriate, either in person, telephonically or electronically, and at such times, places and manner as the Chair determines to accomplish the Committee’s purpose. For purposes of quorum and manner of acting, the Committee shall operate in accordance with the Society’s bylaws, including but not limited to Sections 2.6 and 2.7. Any action which may be taken by the Committee at a meeting may be taken without a meeting if all members of the Committee consent in writing or by electronic transmission to the adoption of a resolution adopting such action.

V. Committee Reports

The Committee will produce a written report at the conclusion of each meeting, which will include an attendance record, a copy of the agenda, and a full report of the Committee discussions with documented recommendations and decisions. These reports will be completed no more than three weeks following the meeting and forwarded to Committee membership and the office of the Chief Legal and Risk Officer for filing. Once completed, reports shall be available to all members of the Board upon request.

VI. Committee Evaluation

The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.