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

(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 articlesof incorporation or bylaws to take action under section 414-215.

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

(d)  To the extent specified by the board ofdirectors or in the articles of incorporation or bylaws, each committee mayexercise 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 thatthis chapter requires be approved by shareholders;

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

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

(5)  Adopt, amend, or repeal bylaws;

(6)  Approve a plan of merger not requiringshareholder 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 orcontract for sale of shares, or determine the designation and relative rights,preferences, and limitations of a class or series of shares, except that theboard of directors may authorize a committee (or a senior executive officer ofthe corporation) to do so within limits specifically prescribed by the board ofdirectors.

(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 414-221. [L 2000, c 244, ptof §1]