Terms of Reference Executive Committee

1. Purpose

The Executive Committee oversees the direction and management of the property, business and affairs of the Society between meetings of the Board of Directors.

2. Responsibilities The Executive Committee acts on behalf of the Board of Directors when the Board is not in session and
exercises all or any of the powers vested in the Board of Directors, save and except any powers reserved
to the Board by the by‐laws of the Society. The Executive Committee is always subject to the values,
strategies, criteria, principles, and policies set out by the Board. 
The Executive Committee shall be allowed to pass a resolution that would cause the Society to commit
funds exceeding the budget established by the Board by more than the discretionary funds available to
the President only if it is to deal with an urgent matter that cannot wait until the next Board meeting.
The Executive Committee shall meet as often as necessary to consider, resolve and manage the
important strategic and business issues facing the Society.

3. Composition
The Executive Committee shall be comprised of a minimum of five and a maximum of nine members.
The officers of the Board (the President, the Vice‐President, the Treasurer, the Secretary, and the Past
President) are standing members of the Executive Committee. Chairs of standing committees of the
Board may be invited by the President to act as members of the Executive Committee. The Executive
Committee is chaired by the President of the Society.
The term of the members of the Executive Committee is the same as their term in the position that
brought them to the Executive Committee.
To allow for decisions, a meeting of the Executive Committee must be attended either by the President
or by the Vice‐President, and by a total of at least three members of the Committee.
2 / TOR‐5 CES – Terms of Reference 5 – Executive Committee

4. Reporting
At each meeting of the Board of Directors, the President (or the Vice‐President in the absence of the
President) presents the minutes of the meetings of Executive Committee that took place since the last
meeting of the Board of Directors, for purposes of information, and answers any questions Board
members may have.