US Laws, Codes, Statutes & Cases

 
  § 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.