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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which by its terms provides that it shall not be amended, altered or repealed by such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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