Massachusetts Business Roundtable Inc

“The board of directors shall have an executive committee as a standing committee of the board, whose membership shall be voted on by the board of directors. In general, the executive committee shall have all the powers of the board of directors between meetings of the board of directors, except that the executive committee shall not have the power to (a) change the principal office of the corporation; (b) amend by-laws; (c) elect officers and to fill vacancies in any such offices; (d) change the number of the board of directors and to fill vacancies in the board of directors; (e) remove officers or directors from office; or (f) authorize a merger. Specifically, the executive committee shall be responsible for the development, implementation and oversight of the corporation's strategic plan, including but not limited to issues of governance, membership, personnel and strategic direction. The executive committee will vote on and approve administrative matters, including but not limited to, the operating budget, annual audit and staff compensation, as well as other strategic and organizational matters as determined by the chair. The executive committee will meet quarterly or subject to the call of the chair.”

“Significant changes made to the bylaws included the following: additions to provide for: indemnification in cases of good faith actions; and protections for actions that are taken where a conflict of interest might have been present, but the transaction was still fair to the corporation. Authorization for the executive committee to act in place of the board given the size of the current board of directors.”

“The draft form 990 is reviewed and approved by the executive committee before filing. A copy of the form 990 is then made available to the full board of directors upon request.”

“Compensation is determined by the executive committee of the board. In determining the executive director's compensation, data from comparable organizations is collected for comparison. For all other employees, the executive director performs a review and submits it to the executive committee of the board to determine compensation.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”