712 - Executive committee and other committees.

§ 712. Executive committee and other committees.    (a) If the certificate of incorporation or the by-laws so provide, the  board,  by  resolution  adopted  by  a majority of the entire board, may  designate from among  its  members  an  executive  committee  and  other  standing  committees,  each  consisting  of three or more directors, and  each of which, to the extent  provided  in  the  resolution  or  in  the  certificate of incorporation or by-laws, shall have all the authority of  the  board, except that no such committee shall have authority as to the  following matters:    (1) The  submission  to  members  of  any  action  requiring  members'  approval under this chapter.    (2)  The  filling  of  vacancies  in  the board of directors or in any  committee.    (3) The fixing of compensation of the directors  for  serving  on  the  board or on any committee.    (4)  The  amendment  or  repeal  of the by-laws or the adoption of new  by-laws.    (5) The amendment or repeal of any resolution of the  board  which  by  its terms shall not be so amendable or repealable.    (b) The board may designate one or more directors as alternate members  of  any standing committee, who may replace any absent member or members  at any meeting of such committee.    (c) The by-laws may provide for special committees of  the  board,  or  may  authorize  the  board  to  create such special committees as may be  deemed desirable. Unless otherwise provided in the by-laws, the  members  of  such  committees  shall be appointed by the chairman of the board or  the president of the corporation if there is no chairman of  the  board,  with  the  consent  of the board. Special committees shall have only the  powers specifically delegated to them by the board and in no case  shall  have  powers which are not authorized for standing committees under this  section.    (d) Each committee of the board shall serve at  the  pleasure  of  the  board.  The designation of any such committee and the delegation thereto  of authority shall not alone relieve any director of  his  duty  to  the  corporation under section 717 (Duty of directors and officers).    (e)  Committees,  other  than  standing  or  special committees of the  board, whether created  by  the  board  or  by  the  members,  shall  be  committees  of  the  corporation.  Such  committees  may  be  elected or  appointed in the same manner as officers of the corporation.  Provisions  of  this chapter applicable to officers generally shall apply to members  of such committees.