[§414D-148]  Committees of the board. (a)  Unless prohibited or limited by the articles or bylaws, a board ofdirectors may create one or more committees of the board and appoint members ofthe board to serve on them.  Each committee shall have two or more directors,who serve at the pleasure of the board.

(b)  The creation of a committee andappointment of members to it must be approved by the greater of:

(1)  A majority of all the directors in office whenthe action is taken; or

(2)  The number of directors required by the articlesor bylaws to take action under section 414D‑147.

(c)  Sections 414D‑143 to 414D‑147,which govern meetings, action without meetings, notice and waiver of notice,and quorum and voting requirements of the board, shall apply to committees ofthe board and their members as well.

(d)  To the extent specified by the board ofdirectors or in the articles or bylaws, each committee of the board mayexercise the board's authority under section 414D‑131.

(e)  A committee of the board may not, however:

(1)  Authorize distributions;

(2)  Approve or recommend to members dissolution,merger, or the sale, pledge, or transfer of all or substantially all of thecorporation's assets;

(3)  Elect, appoint, or remove directors or fillvacancies on the board or on any of its committees; or

(4)  Adopt, amend, or repeal the articles or bylaws.

(f)  The creation of, delegation of authorityto, or action by a committee does not alone constitute compliance by a directorwith the standards of conduct described in section 414D‑149. [L 2001, c105, pt of §1]