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Hazelden Foundation
Governance Executive Committee Charter
From Hazelden Foundation Bylaws, as amended September 22, 2004
Article IV, Section 2
There shall be an Executive Committee, the regular members of which shall consist of the immediate past Chair, if a member of the Hazelden Board of Trustees, Chair of the Board, Vice Chairs of the Board, President (ex-officio non- voting), Secretary, Treasurer, and the Chair of each standing committee. If the Chair of any standing committee is unable to attend a meeting of the Executive Committee, he or she may designate the Vice Chair of that Committee to attend with full voice and vote. Additional members of the Board of Trustees may be elected by the Board to serve until the next annual meeting of the Board of Trustees. A vacancy in the members of the Executive Committee may be filled by the Executive Committee itself.
(a) Powers and Duties: The Executive Committee shall have the power to act for the Board between the Board's regular meetings, subject to the Limitations on Powers set forth below. In discharging its powers and duties, the Executive Committee shall also be responsible for:
(i) Overseeing the CEO evaluation process and succession planning.
(ii) Review and approval of CEO and executive management compensation and benefit plans; evaluating/recommending compensation policies.
(iii) Human resource planning and policy oversight and compliance.
(iv) Plan sponsor duties under the Pension Plan.
(v) Focus on Hazelden's strategic priorities, monitoring progress against the Strategic Plan and congruence with Hazelden's mission. Advice and counsel on matters brought to it by management and to inform the Board of that counsel with information advisories.
(vi) Encouraging non-Executive Committee Board members to observe and participate in its meetings in person or by conference call by providing agenda items and approximate discussion times, and highlighting communications about those items.
(b) Limitations on Powers: The Executive Committee shall not have the power to elect a trustee, to alter fundamental policies approved by the Board, to make appropriations which are not in accordance with the general policies approved by the Board, to modify, revoke, or renew any contract or other obligation previously authorized or entered into by the Board or to change the person or persons specifically designated by the Board to enter into or execute on behalf of the Corporation a particular contract, obligation, agreement or writing authorized by action of the Board of Trustees.
(c) Minutes: A written summary of discussions and actions taken by the Executive Committee shall be sent to the full Board of Trustees prior to the Board meeting following such discussion or action.
