2005 Idaho Code - 30-3-79 — COMMITTEES OF THE BOARD

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-79.  COMMITTEES OF THE BOARD. (1) Unless prohibited or limited by the
articles or bylaws, a board of directors may create one (1) or more committees
of the board and appoint members of the board to serve on them.  Each
committee shall have two (2) or more directors, who serve at the pleasure of
the board.
    (2)  The creation of a committee and appointment of members to it must be
approved by the greater of:
    (a)  A majority of all the directors in office when the action is taken;
    or
    (b)  The number of directors required by the articles or bylaws to take
    action under section 30-3-78, Idaho Code.
    (3)  Sections 30-3-74 through 30-3-78, Idaho Code, which govern meetings,
action without meetings, notice and waiver of notice, and quorum and voting
requirements of the board, apply to committees of the board and their members
as well.
    (4)  To the extent specified by the board of directors or in the articles
or bylaws, each committee of the board may exercise the board's authority
under section 30-3-63, Idaho Code.
    (5)  A committee of the board may not, however:
    (a)  Authorize distributions;
    (b)  Approve or recommend to members dissolution, merger or the sale,
    pledge or transfer of all or substantially all of the corporation's
    assets;
    (c)  Elect, appoint or remove directors or fill vacancies on the board or
    on any of its committees; or
    (d)  Adopt, amend or repeal the articles or bylaws.
    (6)  The creation of, delegation of authority to, or action by a committee
does not alone constitute compliance by a director with the standards of
conduct described in section 30-3-80, Idaho Code.