2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 57 - Officers, Directors and Members
5731 - Executive and other committees of the board.

     § 5731.  Executive and other committees of the board.
        (a)  Establishment and powers.--Unless otherwise restricted
     in the bylaws:
            (1)  The board of directors may, by resolution adopted by
        a majority of the directors in office, establish one or more
        committees to consist of one or more directors of the
        corporation.
            (2)  Any committee, to the extent provided in the
        resolution of the board of directors or in the bylaws, shall
        have and may exercise all of the powers and authority of the
        board of directors, except that a committee shall not have
        any power or authority as to the following:
                (i)  The submission to members of any action
            requiring approval of members under this subpart.
                (ii)  The creation or filling of vacancies in the
            board of directors.
                (iii)  The adoption, amendment or repeal of the
            bylaws.
                (iv)  The amendment or repeal of any resolution of
            the board that by its terms is amendable or repealable
            only by the board.
                (v)  Action on matters committed by the bylaws or a
            resolution of the board of directors exclusively to
            another committee of the board.
            (3)  The board may designate one or more directors as
        alternate members of any committee, who may replace any
        absent or disqualified member at any meeting of the
        committee. In the absence or disqualification of a member of
        a committee, the member or members thereof present at any
        meeting and not disqualified from voting, whether or not he
        or they constitute a quorum, may unanimously appoint another
        director to act at the meeting in the place of any absent or
        disqualified member.
        (b)  Term.--Each committee of the board shall serve at the
     pleasure of the board.
     (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; June 22,
     2001, P.L.418, No.34, eff. 60 days)

        Cross References.  Section 5731 is referred to in section
     5103 of this title.