North Carolina Chamber

“The executive committee shall have and may exercise all the powers of the board in the interim between meetings of the board, or as otherwise delegated to it by these by-laws or by the board, except as otherwise provided below. The executive committee is specifically authorized to select and hire the president and to terminate the employment of the president, in its discretion, or take such other action it deems appropriate, without prejudice to any contract rights the president may have under any agreement. The executive committee is authorized to override any action taken by any other committee established by these by-laws. The executive committee consists of ten (10) appointed members, plus the ex officio members described below. Appointed members are selected by the person who is (or is to be) the chair at the time of the commencement of the appointed member's term on the executive committee, with such appointment to be ratified by action of the board. The ex officio members of the executive committee consist of (i) the chair, (ii) the first vice chair, (iii) the second vice chair, (iv) the president, (v) the treasurer, and (vi) the secretary. All appointed and ex officio members of the executive committee shall be members of the board at the time of their appointment and throughout their tenure as executive committee members. At such time as a member of the executive committee is no longer eligible for service of the executive committee, such member's tenure as a member of the executive committee shall automatically terminate. Limitation of powers: committees vested with the authority to act on behalf of the board in the management of the corporation shall not: (a) authorize distributions; (b) approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (c) elect, appoint or remove directors, or fill vacancies on the board or on any of its committees; or (d) adopt, amend, or repeal the articles of incorporation or by-laws.”

“There are regular members and emeritus members. Former chairs and former presidents may be granted emeritus member status by the board. Under special circumstances, the board may also grant emeritus status to others. Emeritus members have no right to vote on any matter and pay no dues. All members other than emeritus members are regular members.”

“Elected directors are elected annually by the members. In addition, the chair may, but shall not be required to, appoint up to two (2) at-large members of the board of directors.”

“The chief operating officer will distribute the complete form 990 to all directors via a direct link to a secure page on the chamber's website prior to filing. All directors have the opportunity to review the 990 before it is filed.”

“In conjunction with the annual meeting of the board of directors, each board member is asked to complete (annually) a conflict of interest questionnaire. The document is distributed to all individuals attending the meeting and e-mailed to directors unable to attend. Follow up calls and retention of documents will be handled by the executive assistant to the president and ceo of the chamber. At the beginning of every audit and finance committee meeting, board of directors meeting and executive committee meeting, directors are asked to report any changes of status in relation to their responses on the annual conflict of interest survey. Changes are documented and recorded in the minutes of the meeting. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.”

“President & ceo compensation: in conjunction with the annual meeting of the board of directors, the compensation committee will evaluate performance and recommend compensation for the president and ceo. The compensation process includes the following elements: review and approval by the compensation committee, use of comparable compensation data for similarly qualified individuals in similar positions, and documentation of recommendations by the compensation committee to the director of administration for recordkeeping. Key employees' compensation: the president and ceo is responsible for reviewing and recommending compensation for key employees of the chamber. Recommendations will be based on the use of comparable compensation data for similarly qualified individuals in similar positions as well as length of service and individual performance. Documentation with respect to decisions by the president and the ceo, will be provided to the director of administration for recordkeeping.”

“The governing documents, conflicts of interest policy and financial statements are available upon request.”