This excerpt taken from the GIS DEF 14A filed Aug 12, 2008.
The board has discretion to appoint an executive committee to take actions on behalf of the full board, except where prohibited by Delaware law, and to meet between regular board meetings when necessary for the companys efficient operation. The board has not appointed an executive committee for fiscal 2009.
Directors are expected to attend all board and committee meetings, as well as the annual meetings of stockholders, absent exigent circumstances. Eleven of our 13 directors in office at the time attended the 2007 Annual Meeting of Stockholders. During fiscal 2008, the board of directors met seven times and various committees of the board met a total of 21 times. All directors attended at least 75 percent of the aggregate total meetings of the board and board committees on which the directors served during fiscal 2008, except for Mr. Anderson and Dr. Spence. Mr. Anderson was appointed to the board in December 2007, and the board held two regularly scheduled meetings and one special meeting during the remainder of fiscal 2008. Mr. Anderson attended both regularly scheduled meetings, but was unable to participate in the special meeting due to a scheduling conflict and the short notice for the special meeting. Due to other commitments, Dr. Spence will not stand for re-election to the board.
This excerpt taken from the GIS 10-Q filed Dec 19, 2007.
SECTION 11. Executive Committee:
(a) The board of directors may in its discretion appoint an executive committee.
(b) Not more than four (4) members shall be officers or employees of the corporation but the chairman of the board shall not be deemed such an officer or employee.
(c) A majority shall constitute a quorum, and in every case the affirmative vote of a majority of all the members of the committee shall be necessary for the adoption of any motion, provided that in order to procure and maintain a quorum at any meeting of the executive committee in the absence or disqualification of any member of such committee, the member or members thereof present at such meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board of directors (subject always to the limitations of subsection (b) above) to act at the meeting in the place of any such absent or disqualified member.
(d) Each member of the executive committee, if appointed, shall hold office until the election at the next succeeding annual meeting of the stockholders of the corporation of a new board of directors; subject to the provisions of section 14 of this article.