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Google Executive Committee Charter


Purpose

The Executive Committee of the Board of Directors of Google serves as an administrative committee of the Board to facilitate approval of certain corporate actions that do not require consideration by the full Board, as outlined in this Charter.

Membership

The Executive Committee will consist of at least three members of the Board. The members of the Executive Committee will be appointed by and serve at the discretion of the Board.

Authority

The Executive Committee will have and may exercise such powers and authority in the management of the business and affairs of Google as are specifically delegated to it by resolution of the full Board; provided, however, that the Executive Committee's authority will not extend to the following:
  1. Amending Google's Certificate of Incorporation or Bylaws;
  2. Adopting any agreement of merger or consolidation of Google under Sections 251 252, 254 258 or 263 264 of the Delaware General Corporation Law;
  3. Adopting a certificate of ownership and merger under Section 253 of the Delaware General Corporation Law;
  4. Recommending to the stockholders of Google or approving any tender offer or exchange offer, or the sale, lease or exchange of all or substantially all of Google's property and assets;
  5. Recommending to the stockholders of Google or approving a dissolution of Google or a revocation of a dissolution;
  6. Declaring a dividend;
  7. Authorizing the issuance or repurchase of stock of Google; or
  8. Any actions that are specifically provided for as responsibilities of another committee of the Board under the Charter of that committee.
  9. Taking any actions not listed above that are not permitted to be taken by a committee of the Board under the Delaware General Corporation Law, any other applicable laws or Google's Certificate of Incorporation or Bylaws.
Meetings

Meetings of the Executive Committee will be held from time to time as determined by the Board and/or the members of the Executive Committee, in response to the needs of the Board.

Minutes

The Executive Committee will maintain written minutes of its meetings, which will be distributed to the Board at its next meeting following any meeting of the Executive Committee and filed in Google's minute books along with the minutes of the meetings of the Board.