§ 7-6-26 - Committees.
SECTION 7-6-26
§ 7-6-26 Committees. – (a) The board of directors, by resolution adopted by a majority of thedirectors in office, may designate and appoint one or more committees, each ofwhich shall consist of two (2) or more directors. These committees, to theextent provided in the resolution, in the articles of incorporation, or in thebylaws of the corporation, have and exercise all the authority of the board ofdirectors, except that no committee has the authority of the board of directorsin reference to:
(1) Amending, altering, or repealing the bylaws;
(2) Electing, appointing, or removing any member of anycommittee or any director or officer of the corporation;
(3) Amending the articles of incorporation, restatingarticles of incorporation, adopting a plan of merger, or adopting a plan ofconsolidation with another corporation;
(4) Authorizing the sale, lease, exchange, or mortgage of allor substantially all of the property and assets of the corporation;
(5) Authorizing the voluntary dissolution of the corporationor revoking proceedings for voluntary dissolution; adopting a plan for thedistribution of the assets of the corporation; or
(6) Amending, altering, or repealing any resolution of theboard of directors which by its terms provides that it shall not be amended,altered, or repealed by the committee.
(b) The designation and appointment of any committee and thedelegation to it of authority does not operate to relieve the board ofdirectors, or any individual director of any responsibility imposed upon it orhim or her by law.