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273.221 Committees.
If the articles of incorporation or the bylaws so provide, the board of directors, by
resolution adopted by a majority of the directors in office, may designate and appoint
one or more committees, each of which shall consist of two (2) or more directors,
which committees, to the extent provided in such resolution, in the articles of
incorporation or in the bylaws of the corporation, shall have and exercise all the
authority of the board of directors, except that no such committee shall have the
authority of the board of directors in reference to amending, altering or repealing the
bylaws; electing, appointing or removing any member of any such committee or any
director or officer of the corporation; amending the articles of incorporation, restating
articles of incorporation adopting a plan of merger or adopting a plan of
consolidation with another corporation; authorizing the sale, lease, exchange or
mortgage of all or substantially all of the property and assets of the corporation;
authorizing the voluntary dissolution of the corporation or revoking proceedings
therefor; adopting a plan for the distribution of the assets of the corporation; or
amending, altering or repealing any resolution of the board of directors which by its
terms provides that it shall not be amended, altered or repealed by such committee.
The designation and appointment of any such committee and the delegation thereto
of authority shall not operate to relieve the board of directors, or any individual
director of any responsibility imposed upon it or him by law.
History: Created 1968 Ky. Acts ch. 165, sec. 20.
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