[§414-216]  Committees.  (a)  Unless the
articles of incorporation or bylaws provide otherwise, a board of directors may
create one or more committees and appoint members of the board of directors to
serve on them.  Each committee must have two or more members, who serve at the
pleasure of the board of directors.



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



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



(2)  The number of directors required by the articles
of incorporation or bylaws to take action under section 414-215.



(c)  Sections 414-211 to 414-215, which govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the board of directors, apply to committees and their
members as well.



(d)  To the extent specified by the board of
directors or in the articles of incorporation or bylaws, each committee may
exercise the authority of the board of directors under section 414-191.



(e)  A committee may not, however:



(1)  Authorize distributions;



(2)  Approve or propose to shareholders action that
this chapter requires be approved by shareholders;



(3)  Fill vacancies on the board of directors or on
any of its committees;



(4)  Amend articles of incorporation pursuant to
section 414-282;



(5)  Adopt, amend, or repeal bylaws;



(6)  Approve a plan of merger not requiring
shareholder approval;



(7)  Authorize or approve reacquisition of shares,
except according to a formula or method prescribed by the board of directors;
or



(8)  Authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except that the
board of directors may authorize a committee (or a senior executive officer of
the corporation) to do so within limits specifically prescribed by the board of
directors.



(f)  The creation of, delegation of authority
to, or action by a committee does not alone constitute compliance by a director
with the standards of conduct described in section 414-221. [L 2000, c 244, pt
of §1]