The Board of Directors (the “Board”) of Public Broadcasting of Colorado, Inc., a Colorado corporation, also known as Colorado Public Radio ( “CPR”), has established an Executive Committee (the “Committee”) pursuant to this charter.
The purpose of the Executive Committee (the “Committee”) is to exercise powers of the Board of Directors as to matters that arise and must be dealt with between regularly scheduled Board meetings, when it is not feasible to convene the Board, to conduct the annual performance review of the CPR President, supervise the annual assessment of the Board and its committees and deal with other governance matters established by this Charter.
2. Committee Membership
The Committee will consist of the Board officers and other directors that the Board designates. The Board Chair will chair the Committee.
The Committee shall meet at such times and places as the Chair shall determine. Notice of the time and place of each meeting shall be given as prescribed in the bylaws for meetings of the Board. A majority of the Committee shall be a quorum of the Committee and the actions of the majority of a quorum shall be the act of the Committee. The Committee shall keep a record of its actions. All Directors shall receive notice of meetings and may attend and participate in meetings, but only Committee members shall be entitled to vote.
(a) The Committee shall deal with matters that arise between Board meetings that require Board action and the Committee determines that it is not feasible to convene the entire Board in a special meeting to deal with the matter. It shall also be responsible for coordinating the annual review of the CPR President and the governance matters specified in paragraph 4(d). To the extent permitted by applicable law, the CPR Articles of Incorporation, its Bylaws, and Colorado law, the Committee is empowered to act for the full Board; however, the Committee shall not have power or authority as to the following matters:
- adopting, amending or repealing any provisions of the CPR articles of incorporation or bylaws; or
- electing, appointing or removing any Director; or
- changing the membership of, or filling vacancies in, any Board Committee; or making final determinations of policy; or hiring or firing the President;
- approving any sale of significant assets of CPR (except pursuant to specific delegated authority as to assets not constituting all or substantially all of CPR’s assets).
(b) The Committee may call a special meeting of the Board.
(c) The Committee shall report all action taken by it to the Board at its next regular meeting succeeding the taking of such action.
(d) The Committee shall have the following responsibilities for governance matters:
- Review and assess at least annually the adequacy of CPR’s policies and practices on corporate governance including the Corporate Governance Guidelines of CPR and recommend any proposed changes to the Board for approval.
- Review and assess at least annually the adequacy of CPR’s Code of Conduct and Ethics and similar internal policies and guidelines, if any.
- Review requests for any waiver of CPR’s Governance Guidelines and recommend to the Board whether a particular waiver should be granted.
- Review at least annually the adequacy of the charters adopted by each committee of the Board, and recommend changes as necessary.
(5) Assist the Board in conducting an annual assessment of the Board’s performance.
(6) Assist each of CPR’s Board Committees in conducting an annual performance review and report the results to the Board.(7) Review adherence by directors to corporate guidelines regarding transactions with CPR.
APPROVED by the Board November 16, 2007