Rules of Business Practice for the 2010–2015 USP Board of Trustees

6. Executive Committee

6.01 Composition

As provided in Article VI, Section 2 of the Bylaws, the Executive Committee shall consist of the Chair, the President, the Treasurer, and the public member Trustee. The Executive Vice President–Chief Executive Officer (EVP–CEO) shall serve as an ex-officio nonvoting member.

6.02 Functions

The Executive Committee shall:

1. Conduct the day-to-day affairs of the Convention between meetings of the Board, as provided in Article VI, Section 2 of the Bylaws. In accordance with the Bylaws, the Executive Committee shall have and exercise all the powers and perform all of the duties of the Board, subject to the limitations set forth in Article VI, Section 1 of the Bylaws and further provided that all actions taken by the Executive Committee shall require ratification by the Board at its next meeting in order for such actions to remain effective.
2. Evaluate the performance of the EVP–CEO, including developing the criteria on which he or she will be evaluated, and communicating the evaluation to the Board along with any recommended changes in compensation, including salary incentives or other awards for performance, and/or other supplemental compensation.
3. Establish a comprehensive succession plan for the EVP–CEO that will ensure a smooth and orderly executive transition in the event of the EVP–CEO's departure. The Executive Committee also shall ensure that appropriate succession plans exist for the EVP–CEO's direct reports.

6.03 Meetings; Ratification of Actions by Board

The Executive Committee shall meet regularly throughout the year as necessary and appropriate. The Executive Committee meeting minutes shall be provided to the Board, and all actions taken at an Executive Committee meeting shall be included in such minutes and presented to the Board for ratification at its next meeting.