Executive Committee of the Board of Directors
I. Purpose | II. Membership | III. Meetings; Reporting | IV.
Authority and Responsibilities | V. Administrative Secretary
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I. Purpose
The purpose of the Executive Committee of the Board of Directors (the “Board”) of FPL Group, Inc. (the “Company”) is to provide an efficient means of considering such matters and taking such actions as may require the attention of the Board or the exercise of the Board’s powers or authorities when the Board is not in session.
II. Membership
The Committee shall consist of the Chairman of the Board together with the Chairs of each of the following Committees of the Board: Audit, Compensation, Finance & Investment, and Governance and Nominating.
The Chairman of the Board shall be the Chair and shall preside over meetings of the Committee and report to the Board.
III. Meetings; Reporting
The Committee shall meet as called by the Chairman of the Committee. The Committee shall report its activities to the Board at the next succeeding meeting of the Board following a meeting of the Committee.
IV. Authority and Responsibilities
The duties and responsibilities of the Committee shall include all the powers and authority of the Board except that the Committee shall not have the authority to:
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Approve or recommend to shareholders actions or proposals required by the Florida Business Corporation Act to be approved by shareholders.
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Fill vacancies on the Board or any committee of the Board.
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Adopt, amend or repeal the Company’s bylaws.
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Authorize or approve the reacquisition of the Company’s shares (unless pursuant to a general formula or method specified by the Board).
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Authorize or approve the issuance or sale or contract for the sale of the Company’s shares, or determine the designation and relative rights, preferences and limitations of a voting group (as that term is defined in the Florida Business Corporation Act), except as authorized by the Board within limits specifically prescribed by the Board.
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Take any other action which may by applicable law or the Company’s Articles of Incorporation or Bylaws be specifically reserved for action by the full Board or which is specifically reserved for action by the Audit Committee, the Compensation Committee, the Finance & Investment Committee, or the Governance & Nominating Committee by the charter of such Committee.
V. Administrative Secretary
The Committee shall designate an administrative secretary who shall not be a member of the Committee. The administrative secretary shall keep minutes of the meetings of the Committee and perform such other functions as are designated by the Committee.
Adopted March 16, 2007
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