# Executive Committee Charter

## EXECUTIVE COMMITTEE CHARTER

*Last updated Jan 25, 2026*

## I. PURPOSE

The Executive Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of the Silicon Valley Gay Men’s Chorus (“SVGMC”). The primary purpose of the Committee is to act on behalf of the Board between its regular meetings to address urgent matters and to serve as a steering committee to coordinate board activities, prioritize meeting agendas, and oversee long-term strategic planning.

## II. COMPOSITION

The Committee shall consist of the President, the Treasurer, and one other Director. The President shall serve as the Chair of the Committee. All members of the Committee must be currently serving on the Board of SVGMC. All members shall serve at the pleasure of the Board for a term of one (1) year, which may be renewed.

## III. MEETINGS

The Committee shall meet as often as necessary to fulfill its responsibilities, often on short notice to address emerging concerns that cannot wait for a full Board meeting. Meetings may be held in person or via electronic platform. A majority of the Committee members shall constitute a quorum.

The Committee Chair shall establish the agenda and ensure minutes are kept for all proceedings. The Committee shall submit a report of its activities and recommendations to the Board prior to each regular Board meeting.

## IV. DUTIES AND RESPONSIBILITIES

The Committee’s primary duties and responsibilities include:

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### Emergency and Interim Authority

* Exercise the powers of the Board in the management of the business and affairs of SVGMC between meetings of the Board, to the extent permitted by law and the Bylaws.
* **Limitations:** The Committee shall *not* have the authority to amend Bylaws, fill Board or Staff vacancies, approve a merger, or authorize the dissolution of the organization.
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### Steering and Agenda Setting

* Develop and prioritize agendas for full Board meetings.
* Monitor the progress of other board committees and ensure they are meeting their objectives.
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### Strategic Oversight

* Drive the development and annual review of the organization’s strategic plan with input from the Board, the Artistic Director(s), and all Committees.
* Serve as a sounding board for the Artistic Director(s), and other key operational leaders.
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### Performance and Personnel Oversight

* Coordinate the annual performance review and compensation setting for any key staff or contractors (e.g., Artistic Director(s)).
* Address high-level personnel or workplace issues following the adopted Dispute and Complaint Process.
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## V. AUTHORITY

The Committee serves at the pleasure of the Board and is accountable to it. All actions taken by the Committee must be ratified or at least reviewed by the Board at its next scheduled meeting.

## VI. ANNUAL REVIEW

The Committee shall review this Charter annually and recommend any updates to the Board for approval.


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