The Committee shall have the power to direct and transact all business of the Corporation, which properly might come before the Board of Directors when the Board of Directors is not in session subject to certain limitations enumerated in the By-laws.  The Committee shall keep minutes of its proceedings and shall report its actions at the next succeeding meeting of the Board of Directors.

The Committee shall consist of such number of members, not less than four or more than eight, as shall be determined by a majority of the Directors then in office at a meeting at which a quorum is present.  The Committee members and Chairperson shall be recommended by the President and CEO and appointed annually by the Board for the term of one year, or until their successors are duly elected and qualified.  The Chairman, President and CEO shall be a member of the Executive Committee.

• Approves the terms of the Corporation’s secured note issues.
• Acts for the full board when it is not in session as specified by the By-laws of the Corporation.
• Review, at least annually, the Executive Committee Charter and recommend any proposed changes to the Board for approval.

• Review at least annually, various "risk factors" associated with the Corporation that is not taken into account in the other committees such as market risk, credit risk and operational risk. These other risk factors are referred to as "Business Risk". Some factors associated with "Business Risk" are:

  1. Reputational Risk
  2. Competitive Market Risk or Market Share Risk
  3. Product Obsolescence Risk
  4. Regulatory Risk
  5. Non Specific Business Risk

• The Executive Committee has the power to:

  1. Authorize the issuance of stock and other securities of the Corporation,
  2. Fix the designations and any of the preferences of rights of shares of preferred stock relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class of preferred stock of the Corporation,
  3. Fix the number of shares of any series of preferred stock or authorize the increase or decrease of the shares of any series of preferred stock,
  4. Declare dividends,
  5. Authorize the seal of the Corporation to be affixed to all papers which may require it, and
  6. Take all action provided in the By-laws to be taken by the Board.

• The Executive Committee also has the power to:

  1. Determine whether a prospective shareholder is a "Qualified Investor" (as defined in Section 3 of Article VI),
  2. Determine, in the event the Corporation issues its common stock to any person, the maximum number of shares which such person may own,
  3. Make the determinations authorized by Section 3(v) of Article VI, and
  4. Authorize the registration on the books of the Corporation of the transfer of any shares of such common stock in order to give the effect to the restrictions contained in Article VI.

• The Executive Committee shall not have such power or authority with respect to:

  1. Amending the Certificate of Incorporation;
  2. Adopting an agreement of merger or consolidation;
  3. Recommending to the shareowners the sale, lease or exchange of all or substantially all the Corporation’s property and assets;
  4. Recommending to the shareowners a dissolution of the Corporation or a revocation of a dissolution;
  5. Requiring payment for the partly paid for shares of the Corporation’s capital stock;
  6. Filling vacancies on the Board;
  7. Amending the By-laws or;
  8. Taking any action which is required to be taken by vote of a specified portion of the directors then in office.

At every meeting of the Executive Committee, one half of the members of the Executive Committee shall constitute a quorum.