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Executive Committee
The Executive Committee is comprised of the Chairman and Chief Executive Officer and at least two outside directors (currently the Chair of each standing Committee of the Board). Between meetings of the Board, the Executive Committee may exercise all powers vested in the Board except as follows:
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Authorize distributions;
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Approve or propose to shareholders action that is by law required to be approved by the shareholders;
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Fill vacancies on the Board of Directors or on any of its Committees;
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Amend the Company's Articles of Incorporation pursuant to N.C.G.S. 55 10 102;
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Adopt, amend or repeal the Company's Bylaws;
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Approve a plan of merger not requiring shareholder approval;
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Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or
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Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares.
The authority and responsibility of the Executive Committee are provided in the Company's Charter and Bylaws. Generally, the Executive Committee will review routine matters requiring action by the Board in between meetings of the full Board of Directors.
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Other Standing Committees
In addition to the Executive Committee, there are five standing committees of the Board. Each committee is composed of non-employee directors, with a senior officer of the Company assigned to each committee to coordinate staff work. Members are appointed by the Board, normally at the Annual Organizational Meeting of the Board, following the Annual Meeting of Shareholders in May.
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Charters for each committee are shown on the following pages.
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