Executive Committee Charter

Purpose:
The Executive Committee (EC) exists to manage the operations of the Board.   The EC shall facilitate the board’s activities in many ways (See Duties and Responsibilities) and also serve as a sounding board for the Executive Director (ED).  The EC shall make immediate or timely decisions where a delay would not be in the best interest of the association.  

Duties and Responsibilities:
1) Establishes agendas for Board Meeting (face-to-face or teleconferences)
2) Assists, advises and acts as a sounding board for the Executive Director
3) Sets goals for the coming year with the Executive Director, evaluates his/her performance at least yearly and gives feedback; all with input from the Board
4) Determines the process for hiring and termination of the Executive Director position
5) Appoints standing committee members and chairpersons, in accordance with Articles VIII of the Bylaws
6) Communicates actions and decisions in a timely manner (if possible, within 48 hours)
7) Works on special projects as assigned by the Board
8) Performs other duties assigned through DIA’s Bylaws to include,
     a) Oversees any positions created by the Board, such as Secretary;
     b) Recommendations to the Board of Directors the names of persons to fill a vacancy of a director or officer that may occur for any reason; and
     c) Appointment of ad hoc or special committees for approval by Board of Directors.

Authority: 
The Executive Committee is empowered to make decisions that can be made by the Board of Directors for matters that arise between regularly scheduled Board meetings and that require immediate or timely decisions where a delay would not be in the best interest of the Association. Excluding confidential personnel matters, decisions made by the Executive Committee will be reported to the Board of Directors in a timely manner. In the event of a true emergency, as determined by the Executive Committee, the matter will be brought to the attention of the Board of Directors for resolution via a face-to-face meeting, teleconference, or videoconference.

Governance Limitations:
Any limitations placed upon the actions of the Executive Committee, by the Board, will be specified in policies, procedures and “best practices” which accompany the Bylaws.

Membership: 
The Executive Committee shall be composed of the President, President-Elect, Immediate Past President, the Treasurer; the Executive Director also serves as a non-voting member. The President is Chairperson.

Meetings:
The Executive Committee shall meet as many times as necessary to accomplish its objectives and will conduct face-to-face meetings as appropriate to fulfill obligations which may not be accomplished in other teleconferences, etc.  The President (or President Elect) will assign and ensure that there will be an accurate recording of minutes of each meeting (as per Maryland law) and distributed to the Board.  A majority of member attendance whether face to face or by teleconference for these meetings will constitute a quorum.