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Roger L. Fix,Chairman
David A. Dunbar
Charles H. Cannon, Jr.
Thomas J. Hansen
The Executive Committee is a standing committee of the Board of Directors of Standex International Corporation (the “Company”).
The Executive Committee shall consist of not fewer than three nor more than six members who shall serve at the pleasure of the Board and shall be subject to the control and direction of the Board.
The members of the Executive Committee shall serve until their successors are appointed and qualify. The members of the Committee shall be appointed on the recommendation of the Board’s Corporate Governance/Nominating Committee. The Board shall have the power at any time to change the membership of the Executive Committee and to fill vacancies in it. Except as expressly provided in this Charter or the by-laws of the Company or the Corporate Governance Guidelines of the Company, the Executive Committee shall fix its own rules of procedure.
The Executive Committee shall be responsible for the management of the business and affairs of the Corporation on behalf of the Board of Directors, from time to time, as necessary between regularly scheduled meetings of the Board of Directors.
Responsibilities and Duties
The Executive Committee shall have all the power and authority of the Board in the management of the business and affairs of the Corporation, consistent with the directives and policies established from time to time by the Board, and shall act in a general and advisory capacity to management, provided, however, that the Executive Committee shall not have the power or authority to:
(1) amend the Certificate of Incorporation or the By-Laws of the Corporation;
(2) adopt an agreement of merger or consolidation;
(3) recommend to the stockholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation;
(4) recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution; and, unless specifically authorized by a vote of the Board, the Executive Committee shall not have the power or authority to:
(5) declare a dividend;
(6) authorize the issuance of stock or to grant options or warrants with respect to stock;
(7) sell, in any one transaction, assets of the Corporation having a fair market value (as determined by the Committee) of more than $10 million at the time of sale;
(8) purchase, in any one transaction, securities or assets having a fair market value (as determined by the Committee) of more than $10 million at the time of purchase;
(9) lease, in any one transaction, property or assets having an aggregate rental cost, on a present value basis, of more than $10 million at the time of lease;
(10) authorize, in any one transaction, the incurrence of indebtedness of more than $10 million principal amount.
The Executive Committee shall meet as often as its membership shall deem appropriate to carry out its functions.
The Executive Committee shall:
Report to the Board on its activities at Board meetings, as appropriate.
Review and reassess the adequacy of this Charter as needed and recommend any proposed changes to the Board of Directors for approval.