Page 39 - October 2023

ATTACHMENT “A”
THEODORE R. AND VIVIAN M. JOHNSON SCHOLARSHIP FOUNDATION, INC.
EXECUTIVE AND FINANCE COMMITTEE CHARGE
The Executive and Finance Committee is chaired by the Board Chair and shall meet as often as is necessary to conduct its business, as shall be determined by the Board Chair. The CEO may make a request of the Board Chair to convene a meeting. The Executive and Finance Committee shall report to the Board at regular Board meetings.
The Executive and Finance Committee members are the four Board Officers as voting members, and the CEO, as a non- voting member.
The purpose of the Executive and Finance Committee is to serve as the agent of the Board to address Foundation business between regular Board meetings. It shall have the authority to act for the Board and to perform Board duties and exercise Board powers on all matters except for the following, which are specifically reserved for the Board:
1. Amendments to the Foundation Articles of Incorporation or Bylaws.
2. Amendments to Investment or Policy Guidelines or major departures from established Foundation investment strategy.
3. Changes in the Foundation purpose or mission or major departures from established Foundation grant priorities.
4. Hiring and firing of the CEO.
5. Board member selection.
6. Approving a plan of merger or dissolution, merger, or disposition of all, or essentially all, of the Foundation’s property.
7. Keep minutes of its meetings and circulate these to the Board.
8. Such other matters as the Board may specify, from time to time.
Responsibilities:
• Provide oversight of the Foundation’s finance strategy.
• Review the draft annual budget prior to its presentation to the Board. • Keep minutes of its meetings and circulate these to the Board.
Page 37 HORIZONS