Charter of the Executive Committee

The Executive Committee (Committee) is a standing committee of the Board of Trustees (Board) of Puget Consumers Co-op (PCC). This charter specifies the scope of the responsibilities of the Committee and the manner in which the committee is to perform those responsibilities. The Committee is established under section 3.13 of the PCC Bylaws.

Purpose

The purpose of the Committee is to exercise the powers of the Board in relation to matters that arise between regularly scheduled Board meetings when it is not practical or feasible for the full Board to meet.  The Committee is delegated the authority to act as the full Board when exercising the powers and authority under this charter, subject to the limitations listed below and applicable law.

Committee Membership and Organization

Membership on the Committee is made up of the current chairperson of the Board and the chairpersons of each of the standing committees of the Board.  Each member of the Committee will serve until his or her successor, as chair of the Board or of a standing committee, is duly appointed or his or her earlier resignation or removal from the Committee or the Board.  Any Committee member may be removed from the Committee by the Board, with or without cause, at any time.  No Committee member will receive any form of compensation for participation in this Committee.

The chairperson of the Board will be the chair of the Committee.  The chair will preside at meetings of the Committee, have authority to convene meetings, set agendas for meetings, and determine the Committee’s information needs, except as otherwise determined by the Board or the Committee.

The Committee may retain or obtain advice from, oversee and terminate any consultant, legal counsel or other adviser to the Committee and be directly responsible for the appointment, compensation and oversight of any work of such adviser.  PCC will provide funding (as determined by the Committee) for the payment of reasonable compensation to any such adviser.

Committee Meetings

The Committee will meet as often as it determines necessary or advisable to discharge its duties and responsibilities.  The Committee may establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with the provisions of PCC’s bylaws applicable to committees of the Board.   The Committee may also act by unanimous written consent of its members.

Committee Authority and Responsibilities

The Committee has the following authority and responsibilities, subject to any modification or additional authority as the Board may approve from time to time:

1. 1. Advising PCC’s CEO and management on matters between formal board meetings;
   2. Developing agendas for Board meetings and standing committee meetings in collaboration with PCC’s CEO;
   3. Acting on behalf of the Board on matters that arise between scheduled Board meetings when it is not practical or feasible for the Board to meet;
   4. Promptly reporting to the full Board any actions taken by the Committee on the Board’s behalf;
   5. Coordinating and assisting in the onboarding of a new CEO;
   6. Facilitating the coordination of Board work among PCC’s standing committees;
   7. Reporting regularly to the Board on Committee recommendations and any other matters the Committee deems appropriate or the Board requests; and
   8. Undertaking such other responsibilities as the Board may delegate or assign to the Committee occasionally.