KMX » Topics » Executive Committee.

This excerpt taken from the KMX DEF 14A filed Apr 24, 2009.

Executive Committee

The Executive Committee, subject to any limitation under applicable law, our Bylaws or resolutions of the board, has the authority to exercise certain powers of the full board of directors. This committee may meet between regular board meetings if certain actions are required.

 

This excerpt taken from the KMX 8-K filed Apr 22, 2009.
Executive Committee. The Board of Directors may appoint an Executive Committee consisting of not less than two directors, which committee shall have all of the authority of the Board of Directors except to the extent such authority is limited by the provisions of Section 3.2.

This excerpt taken from the KMX 8-K filed Oct 23, 2008.
Executive Committee. The Board of Directors may appoint an Executive Committee consisting of the management members of the Board.  Subject to any limitation provided by law, in the Company’s Bylaws, or in any resolution of the Board of Directors, and with respect to subparts (i) through (vii) herein, further subject to the limits of the Company’s current capital expenditure budget and/or strategic plan, as applicable, the Committee shall have the authority of the Board of Directors to approve the following matters: (i) the purchase, development and sale of real estate, (ii) the formation and incorporation of domestic operating subsidiaries of the Company having initial capitalizations not to exceed US$10,000,000 per subsidiary, (iii) the dissolution, merger, liquidation or unwinding of any domestic operating subsidiary of the Company, (iv) the acquisition and sale of car dealer franchises, (v) loan agreements, securitizations and other financing activities, (vi) the administration, modification and amendment of the Company’s employee benefit plans that are subject to the fiduciary provisions of the Employee Retirement Income Security Act of 1974 (ERISA), but only to the extent such

 
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administration, modification or amendment does not require shareholder approval or materially impact the Company’s financial results, (vii) the investment policy for the Company’s retirement plans subject to ERISA, (viii) the appointment and removal of the trustees for the Company’s retirement plans subject to ERISA; (ix) other matters occurring in the ordinary course of the Company’s business, and  (x) matters occurring other than in the ordinary course of  business, if, in the judgment of the Chair of the Committee with the concurrence of either the Chairman of the Board or the chair of any other standing committee of the Board, exigent circumstances exist which make it impracticable of impossible to convene a meeting of the Board of Directors.  The Committee may form and delegate authority to a subcommittee consisting of two or more members.  A subcommittee shall report any action to the full Committee at its next meeting.  Subject to the approval of the Board of Directors, the Executive Committee shall adopt and from time to time assess and revise a written charter which will specify how the Committee will carry out its responsibilities and such other matters as the Board determines are necessary and desirable.

This excerpt taken from the KMX DEF 14A filed Apr 25, 2008.

Executive Committee

The Executive Committee, subject to any limitation under applicable law, our Bylaws or resolutions of the board, has the authority to exercise certain powers of the full board of directors. This committee may meet between regular board meetings if certain actions are required.

 

This excerpt taken from the KMX 8-K filed Apr 24, 2008.
Executive Committee. The Board of Directors may appoint an Executive Committee consisting of the management members of the Board.  Subject to any limitation provided by law, in the Companys Bylaws, or in any resolution of the Board of Directors, and with respect to subparts (i) through (vii) herein, further subject to the limits of the Companys current capital expenditure budget and/or strategic plan, as applicable, the Committee shall have the authority of the Board of Directors to approve the following matters: (i) the purchase, development and sale of real estate, (ii) the formation and incorporation of domestic operating subsidiaries of the Company having initial capitalizations not to exceed US$10,000,000 per subsidiary, (iii) the dissolution, merger, liquidation or unwinding of any domestic operating subsidiary of the Company, (iv) the acquisition and sale of car dealer franchises, (v) loan agreements, securitizations and other financing activities, (vi) the administration, modification and amendment of the Companys employee benefit plans that are subject to the fiduciary provisions of the Employee Retirement Income Security Act of 1974 (ERISA), but only to the extent such administration, modification or amendment does not require shareholder approval or materially impact the Companys financial results, (vii) the investment policy for the Companys retirement plans subject to ERISA, (viii) the appointment and removal of the trustees for the Companys retirement plans subject to ERISA; (ix) other matters occurring in the ordinary course of the Companys business, and  (x) matters occurring other than in the ordinary course of  business, if, in the judgment of the Chair of the Committee with the concurrence of either the Chairman of the Board or the chair of any other standing committee of the Board, exigent circumstances exist which make it impracticable of impossible to convene a meeting of the Board of Directors.  The Committee may form and delegate authority to a subcommittee consisting of two or more members.  A subcommittee shall report any action to the full Committee at its next meeting.  Subject to the approval of the Board of Directors, the Executive Committee shall adopt and from time to time assess and revise a written charter which will specify how the Committee will carry out its responsibilities and such other matters as the Board determines are necessary and desirable.
 
 
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This excerpt taken from the KMX DEF 14A filed Apr 27, 2007.

Executive Committee

The Executive Committee, subject to any limitation under applicable law, our Bylaws or resolutions of the board, has the authority to exercise certain powers of the full board of directors. This committee may meet between regular board meetings if certain actions are required.

 

This excerpt taken from the KMX DEF 14A filed May 12, 2006.

Executive Committee

The Executive Committee, subject to any limitation under applicable law, the company’s Bylaws, or resolutions of the board, has the authority to exercise certain powers of the full board of directors. This committee may meet between regular board meetings if certain actions are required.

 

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