13.1-869 - Committees.
§ 13.1-869. Committees.
A. Unless the articles of incorporation or bylaws provide otherwise, a boardof directors may create one or more committees and appoint members of theboard of directors to serve on them. Each committee shall have two or moremembers, who serve at the pleasure of the board of directors.
B. The creation of a committee and appointment of directors to it shall beapproved by the greater number of (i) a majority of all the directors inoffice when the action is taken, or (ii) the number of directors required bythe articles of incorporation or bylaws to take action under § 13.1-868.
C. Sections 13.1-864 through 13.1-868, which govern meetings, action withoutmeetings, notice and waiver of notice, and quorum and voting requirements ofthe board of directors, apply to committees and their members as well.
D. To the extent specified by the board of directors or in the articles ofincorporation or bylaws, each committee may exercise the authority of theboard of directors under § 13.1-853, except that a committee may not:
1. Approve or recommend to members action that this Act requires to beapproved by members;
2. Fill vacancies on the board or on any of its committees;
3. Amend the articles of incorporation pursuant to § 13.1-885;
4. Adopt, amend, or repeal the bylaws; or
5. Approve a plan of merger not requiring member approval.
E. The creation of, delegation of authority to, or action by a committee doesnot alone constitute compliance by a director with the standards of conductdescribed in § 13.1-870.
F. The board of directors may appoint one or more directors as alternatemembers of any committee to replace any absent or disqualified member duringthe member's absence or disqualification. Unless the articles ofincorporation, the bylaws, or the resolution creating the committee providesotherwise, in the event of the absence or disqualification of a member of acommittee, the member or members present at any meeting and not disqualifiedfrom voting may unanimously appoint another director to act in place of theabsent or disqualified member.
(Code 1950, § 13.1-224; 1956, c. 428; 1975, c. 500; 1977, c. 435; 1985, c.522; 2007, c. 925.)