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Executive Committee Charter

Purpose

The Executive Committee (“ExCo”) provides management guidance and oversight of the organization between meetings of the ORCID Board of Directors (the “Board”), and carries out actions as delegated by the Board or allowed in Board policies including financial review, committee reports, and review of new and ongoing initiatives.

Type of Committee

ExCo is a Standing Committee of the Board, and has delegated authority to exercise all of the powers and authority of the Board granted in this charter and any Board resolution consistent with the Bylaws and applicable Delaware law. 

Reporting 

ExCo reports directly to the Board. The Board Secretary will keep minutes and the Board Chair will share and review these minutes with the Board at each Board meeting.

Roles and Responsibilities of the Committee

Among ExCo’s Board-delegated responsibilities are: 

  • The review and approval of interim financials between Board meetings; 
  • Working with the Executive Director to develop Board meeting agendas and review materials; 
  • Reviewing and recommending external policies; 
  • Vetting proposals to be presented to the Board for action at a Board meeting; 
  • Taking actions specifically delegated to ExCo by the Board at a previous Board meeting or otherwise required on an expedited basis between Board meetings; and
  • Providing advice and guidance to the Executive Director on any urgent issues that require Board attention and cannot be deferred until the next Board meeting.  

ExCo is required to notify the Board of any actions it takes or decisions made no later than the next regular Board meeting.

ExCo cannot take the following actions: (a) fill vacancies in the Board; (b) amend or repeal the Bylaws or adopt new Bylaws; (c) amend or repeal any resolution of the Board which by its terms shall not be amendable or repealable; or (d) approve or adopt, or recommend to the Members, any action or matter expressly required by Delaware law to be recommended to Members for approval.

Resources

ExCo is supported by the ORCID Executive Director and Secretary, who schedule meetings, develop meeting agendas with the Chair, and maintain meeting minutes. 

Appointment, Role and Responsibilities of the Chair

  • The Board Chair shall serve as the Chair of ExCo.
  • The ExCo Chair works with the Secretary to schedule and set an agenda for each Committee meeting, and prepare and distribute handouts and reports to Committee members in advance of each meeting.

Committee Member Selection and Composition 

As a Standing Committee of the Board, the members of the committee are appointed by the majority of the entire Board, and the Board reviews Committee membership and charter annually.

  • The Board Chair, any Vice Chair(s) and the Treasurer serve as ex officio members of ExCo with voting rights.
  • In addition, ExCo shall include three or more Directors with voting rights recommended by the Board Chair and approved by the majority of the entire Board. 
  • The Executive Director serves as an ex officio member of ExCo without voting rights. 
  • The Board shall have full discretion in determining the number of members of ExCo.
  • The Board shall endeavor to fill any vacancies as soon as practical, but ExCo may continue to act while there are vacancies. 
  • All ExCo members must be Directors. Non-directors may be invited to attend ExCo meetings as ExCo deems appropriate. The Secretary of the Board serves as Secretary of ExCo.
  • All ExCo members are appointed each year for a one-year term.
  • Members serve at the pleasure of the Board and may be removed by vote of the majority of the entire Board. A Director who ceases serving as a Director shall no longer be a member of ExCo.

Meetings and Quorum

ExCo meets on a monthly basis, unless otherwise agreed by its members. 

Notice of meetings shall be given by the Committee Chair to all Committee members. Meetings may be conducted in person, by phone, or by video conference. A quorum shall consist of the majority of Committee members, and a vote of the majority of members shall be required to approve a matter. Alternatively, a matter may be approved by unanimous written consent of the members without a meeting.

Committee members are responsible for reviewing materials and making substantive contributions to the work of the group.

Committee History

Approved by ORCID ’s Board of Directors on 8 October 2010 and amended on 17 September 2019 and 12 October 2023. 

Committee Membership 

2023: Lisa Janicke Hinchliffe (Committee Chair), Clare Appavoo (Treasurer), Paul Gemmill, Heath Marks, Steve Pinchotti, Lori Schultz

2022 Linda O’Brien (Committee Chair), Yuko Harayama, Lisa Janicke Hinchliffe, Daniel Hook (Treasurer), Katherine McNeill, Katharina Ruckstuhl, Michael Ullyot

2021 Linda O’Brien (Chair), Lisa Janicke Hinchliffe, Daniel Hook (Treasurer), Veronique Kiermer, Robert Kiley, Katharina Ruckstuhl, Chris Shillum (ex officio), Stephanie Harley (Secretary)

2020: L​ inda O’Brien (Chair), Daniel Hook (Treasurer), Julie Balter (Secretary, non-voting), Veronique Kiermer, Salvatore Mele, Robert Kiley, Yuko Harayama, Laure Haak (ex officio)

2019:​ Veronique Kiermer (Chair), Daniel Hook (Treasurer), Laure Haak (ex officio, Secretary through 5/2019), Julie Balter (Secretary, from 6/2019), Robert Kiley, Salvatore Mele, Linda O’Brien, Chris Shillum

2018:​ Veronique Kiermer (Chair), Edward Wates (Treasurer, through 4/2018), Daniel Hook (Treasurer, from 5/2018), Laure Haak (ex officio, Secretary), Robert Kiley, Linda O’Brien, Salvatore Mele, Chris Shillum

2017:​ Veronique Kiermer (Chair), Edward Wates (Treasurer), Laure Haak (ex officio, Secretary), Veronique Kiermer, Ed Pentz, Chris Shillum, Simeon Warner

2016:​ Ed Pentz (Chair), Bernie Rous (Interim Treasurer through 1/2016), Edward Wates (Treasurer, from 2/2016), Laure Haak (ex officio, Secretary), Micah Altman, Chris Shillum, Simeon Warner

2015:​ Ed Pentz (Chair), Craig Van Dyck (Treasurer through 6/2015), Laure Haak (ex officio, Secretary), Bernie Rous (Treasurer, from 7/2015), Liz Allen (through 7/2015), Robert Kiley (from 8/2015), Micah Altman, Simeon Warner

2014:​ Ed Pentz (Chair), Craig Van Dyck (Treasurer), Laure Haak (ex officio, Secretary), Howard Ratner, Dave Kochalko, Liz Allen, Amy Brand, Bernie Rous

2013:​ Ed Pentz (Chair), Dave Kochalko (Treasurer), Laure Haak (ex officio, Secretary), Howard Ratner, Liz Allen, Amy Brand, Bernie Rous, Craig Van Dyck

2012:​ Howard Ratner (Chair), Dave Kochalko (Treasurer), Liz Allen, Amy Brand (Secretary), Laure Haak (from 4/2012), Bernie Rous, Craig Van Dyck

2011:​ Howard Ratner (Chair), Dave Kochalko (Treasurer), Liz Allen, Amy Brand (Secretary), Bernie Rous, Craig Van Dyck