2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 17 - Officers, Directors and Shareholders
1731 - Executive and other committees of the board.

     § 1731.  Executive and other committees of the board.
        (a)  Establishment and powers.--Unless otherwise restricted
     in the bylaws:
            (1)  The bylaws or the board of directors of a business
        corporation may 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 shareholders of any action
            requiring approval of shareholders 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
            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 or for
        the purposes of any written action by the committee. In the
        absence or disqualification of a member and alternate member
        or members 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 the absent or disqualified member.
        (b)  Term.--Each committee of the board shall serve at the
     pleasure of the board.
        (c)  Status of committee action.--The term "board of
     directors" or "board," when used in any provision of this
     subpart relating to the organization or procedures of or the
     manner of taking action by the board of directors, shall be
     construed to include and refer to any executive or other
     committee of the board. Any provision of this subpart relating
     or referring to action to be taken by the board of directors or
     the procedure required therefor shall be satisfied by the taking
     of corresponding action by a committee of the board of directors
     to the extent authority to take the action has been delegated to
     the committee pursuant to this section.
     (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days; June 22, 2001,
     P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (a)(2).
        1992 Amendment.  Act 169 amended subsec. (a).
        Cross References.  Section 1731 is referred to in section
     1103 of this title.