|
Baylake Bank >
Baylake Corp. > Corporate Governance
Baylake Corp.
Charter of the Executive Committee of the Board of Directors
The Board of Directors of Baylake Corp. (the “Company”) has
heretofore constituted and established an Executive Committee (the
“Committee”) with the authority, responsibility, and specific duties
as described in this Charter. This document replaces in its entirety
any previous charter of the Executive Committee.
Executive Committee Membership
The Committee shall be appointed by the Company’s Board of Directors
and shall be comprised of not less than six members, at least four
of which, shall be independent and one of which will be the
Company’s Chief Executive Officer. The Company’s Co-Chairmen
collectively, (or Chairman of the Board of the Directors) shall act
as the Chair of the Committee, unless the Company’s Board of
Director’s votes to elect a different director to serve as Chair of
the Committee.
Frequency of Meetings
The Committee will meet from time to time during the year, as
needed. Special meetings or regular meeting dates may be called by
the Chair of the Committee or the Company’s Chief Executive Officer.
Reports of meetings of the Committee shall be made to the Company’s
Board of Directors at its next regularly scheduled meeting following
the Committee meeting.
Principal Responsibilities
The Committee shall be subordinate and responsible to the Company’s
Board of Directors. Responsibilities include, but are not be limited
to the following; (1.) review and approval of certain Baylake Bank
or Company policies that are not assigned responsibility for review
and approval to another committee of the Company’s Board of
Directors, (2.) review and approval of any unbudgeted capital
expenditure exceeding $25,000, and (3.) assessment and review of the
Company’s strategic planning efforts. In the intervals between
meetings of the Company’s Board of Directors, the Committee shall
have and shall be permitted to exercise powers of the Company’s
Board of Directors in directing management of the business and
affairs of the Company.
The Committee shall not have the powers of the Company’s Board of
Directors for;
a) those matters which are expressly delegated to another committee
of the Board of Directors;
b) matters which under state or federal law, the Company’s Articles
of Incorporation, or the Company’s By-Laws cannot be delegated by
the Board to a committee;
c) adopting an agreement of merger or consolidation or recommending
to the shareholder’s of the Company, the sale, lease or exchange of
all or the majority of the Company’s property or assets;
d) recommending to the shareholders a dissolution of the Company or
a revocation of a dissolution;
e) amending the By-Laws of the Company;
f) filling vacancies on the Company’s Board of Directors or any
committee of the Board of Directors; and
g) declaring a common stock dividend, authorizing the issuance of
stock (except pursuant to specific authorization by the Company’s
Board of Directors), or such other powers of the Company’s Board of
Director’s may from time to time eliminate.
Other
The Committee and the Company’s Board of Directors shall review and
assess the adequacy and purpose of this Charter as needed. The
Charter shall be reviewed and approved at least annually by the
Company’s Board of Directors at their Annual Meeting.
  5/2/12
|