The purpose of the Executive Committee of the Board of Directors of NIKE, Inc. (the "Committee") shall be to support the efficient functioning of the Board of Directors by taking actions on behalf of the Board of Directors (1) between regular meetings of the Board of Directors as the Committee deems appropriate or advisable, and (2) as the Board may delegate to the Committee from time to time.
The Committee will consist of at least two directors, including the Chairman of the Board, appointed by the Board from time to time. The Chairman of the Board shall be the Chair of the Committee.
Responsibilities and Authority
The Committee may meet from time to time as the Committee deems appropriate or advisable, and may act by written consent. Any actions taken by the Committee shall be reported to the Board of Directors at the next succeeding regular meeting of the Board of Directors, or as soon thereafter as practicable. The Committee shall, to the extent permitted by law, have the authority to exercise all powers of the Board of Directors in the management of the business and affairs of NIKE. However, the Executive Committee shall not have the power or authority to:
- Declare a dividend or other distribution involving NIKE stock;
- Approve or propose to shareholders actions that the Oregon Business Corporation Act (the "Act") requires to be approved by shareholders;
- Fill vacancies on the Board of Directors or any of its committees;
- Amend NIKE's Articles of Incorporation except as authorized by the Act;
- Adopt, amend or repeal NIKE's Bylaws;
- Approve a plan of merger not requiring shareholder approval;
- Authorize or approve re-acquisition of shares, except within limits prescribed by the Board; or
- Authorize or approve the issuance or sale of NIKE shares, other than as permitted by applicable stock incentive plans or the Board, or determine the designation, relative rights, preferences and limitations of a class or series of shares, except when authorized by the Board to do so pursuant to the Act.
The members of the Committee shall receive no additional compensation for Committee meetings or actions taken by the Committee, except as may be authorized by the Board of Directors.