Baylake Bank > Baylake Corp. > Corporate Governance

Baylake Corp.
Charter of the Executive Committee of the Board of Directors
(As amended and restated July 7th, 2011)

The Board of Directors of Baylake Corp. (the “Company”) has heretofore constituted and established an Executive Committee (the “Committee”) with the authority, responsibility, and specific duties as described in this Charter. This document replaces in its entirety any previous charter of the Executive Committee.

Executive Committee Membership

The Committee shall be appointed by the Company’s Board of Directors and shall be comprised of not less than six members, at least four of which, shall be independent and one of which will be the Company’s Chief Executive Officer. The Company’s Co-Chairmen collectively, (or Chairman of the Board of the Directors) shall act as the Chair of the Committee, unless the Company’s Board of Director’s votes to elect a different director to serve as Chair of the Committee.

Frequency of Meetings

The Committee will meet from time to time during the year, as needed. Special meetings or regular meeting dates may be called by the Chair of the Committee or the Company’s Chief Executive Officer. Reports of meetings of the Committee shall be made to the Company’s Board of Directors at its next regularly scheduled meeting following the Committee meeting.

Principal Responsibilities

The Committee shall be subordinate and responsible to the Company’s Board of Directors. Responsibilities include, but are not be limited to the following; (1.) review and approval of certain Baylake Bank or Company policies that are not assigned responsibility for review and approval to another committee of the Company’s Board of Directors, (2.) review and approval of any unbudgeted capital expenditure exceeding $25,000, and (3.) assessment and review of the Company’s strategic planning efforts. In the intervals between meetings of the Company’s Board of Directors, the Committee shall have and shall be permitted to exercise powers of the Company’s Board of Directors in directing management of the business and affairs of the Company.

The Committee shall not have the powers of the Company’s Board of Directors for;

a) those matters which are expressly delegated to another committee of the Board of Directors;
b) matters which under state or federal law, the Company’s Articles of Incorporation, or the Company’s By-Laws cannot be delegated by the Board to a committee;
c) adopting an agreement of merger or consolidation or recommending to the shareholder’s of the Company, the sale, lease or exchange of all or the majority of the Company’s property or assets;
d) recommending to the shareholders a dissolution of the Company or a revocation of a dissolution;
e) amending the By-Laws of the Company;
f) filling vacancies on the Company’s Board of Directors or any committee of the Board of Directors; and
g) declaring a common stock dividend, authorizing the issuance of stock (except pursuant to specific authorization by the Company’s Board of Directors), or such other powers of the Company’s Board of Director’s may from time to time eliminate.

Other

The Committee and the Company’s Board of Directors shall review and assess the adequacy and purpose of this Charter as needed. The Charter shall be reviewed and approved at least annually by the Company’s Board of Directors at their Annual Meeting.

  Revision Date: July, 2011