The purpose of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of CBOE Holdings, Inc. (the "Company") is to act on behalf of the Board during the intervals between meetings of the Board, when action by the Board is desirable, but the convening of a special meeting of the Board is not practicable.
The Committee shall consist of the Chairman, the Chief Executive Officer (if a Director), the Lead Director, if any, and such other number of Directors that the Board deems appropriate, provided that at all times the majority of the Directors serving on the Committee must be "independent" within the meaning given to that term in the Company's Bylaws and Corporate Governance Guidelines. The Directors (other than the Chairman, Chief Executive Officer and Lead Director, if any) serving on the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee of the Board. Directors serving on the Committee may be removed by the Board in accordance with the Company's Bylaws. If a Director serving on the Committee ceases to be a Director, such individual shall thereupon cease to serve on the Committee. The Chairman shall be the chairperson of the Committee.
The Committee shall meet when it deems necessary or appropriate. The chairperson of the Committee or any Director serving on the Committee may call meetings of the Committee. The chairperson of the Committee, or his or her designee, shall provide each Director serving on the Committee with prior notice of any such meeting in accordance with the procedures for giving notice of special meetings of the Board as set forth in the Company's Bylaws.
The Committee shall maintain written minutes of its meetings. The Committee may meet by means of conference telephone or other communications equipment in accordance with the Company's Bylaws and may take action by unanimous written consent. A majority of the Directors serving on the Committee shall constitute a quorum. A majority of the Directors serving on the Committee present at any Committee meeting at which a quorum is present may act on behalf of the Committee. Except as otherwise provided by applicable law, the failure to comply with the requirements of this Charter or any applicable exchange rule or other regulation shall not by itself invalidate any corporate action taken by the Committee.
In furtherance of the Committee's purpose, and in addition to any other responsibilities that may be properly assigned by the Board to the Committee, the Committee shall have the following authorities and responsibilities:
- The Committee shall, to the fullest extent permitted by law, have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company when action by the Board is desirable, but the convening of a special meeting of the Board is not practicable, except it shall not have the power and authority of the Board to (i) approve or adopt or recommend to the stockholders, any action or matter (other than the election or removal of Directors) expressly required by Delaware law to be submitted to stockholders for approval, including, without limitation, amending the Company's Certificate of Incorporation, adopting an agreement of merger or consolidation, approving a sale, lease or exchange of all or substantially all of the Company's property and assets, or approval of a dissolution of the Company or revocation of a dissolution, or (ii) adopt, alter, amend or repeal any Bylaw of the Company.
- The Committee shall report to the Board as it deems appropriate, and as the Board may request.
- The Committee shall perform other activities consistent with this Charter, the Company's Charter and Bylaws, governing law, the rules and regulations of any applicable exchange and such other requirements applicable to the Company as the Committee deems necessary or appropriate.