(a) Unless thisChapter, the articles of incorporation, or the bylaws provide otherwise, aboard of directors may create one or more committees and appoint one or moremembers of the board of directors to serve on any such committee.
(b) Unless this Chapterprovides otherwise, the creation of a committee and appointment of members toit must be approved by the greater of:
(1) A majority of allthe directors in office when the action is taken; or
(2) The number ofdirectors required by the articles of incorporation or bylaws to take actionunder G.S. 55‑8‑24.
(b1) The creation andappointment of a committee pursuant to G.S. 55‑7‑44(b)(2) may beapproved in the manner set forth in G.S. 55‑7‑44(b)(2).
(c) G.S. 55‑8‑20through G.S. 55‑8‑24 apply both to committees of the board ofdirectors and to their members.
(d) To the extentspecified by the board of directors or in the articles of incorporation orbylaws, each committee may exercise the authority of the board of directorsunder G.S. 55‑8‑01.
(e) A committee shallnot, however, do any of the following:
(1) Authorize or approvedistributions, except according to a formula or method, or within limits,prescribed by the board of directors.
(2) Approve or proposeto shareholders action that this act requires be approved by shareholders.
(3) Fill vacancies onthe board of directors or on any of its committees.
(4) Amend articles ofincorporation pursuant to G.S. 55‑10‑02.
(5) Adopt, amend, orrepeal bylaws.
(6) Approve a plan ofmerger not requiring shareholder approval.
(f) The creation of,delegation of authority to, or action by a committee does not alone constitutecompliance by a director with the standards of conduct described in G.S. 55‑8‑30.(1955, c. 1371,s. 1; 1969, c. 751, s. 13; 1973, c. 1087, ss. 1, 2; 1989, c. 265, s. 1; 2005‑268,s. 10; 2007‑385, s. 1.)
(a) Unless thisChapter, the articles of incorporation, or the bylaws provide otherwise, aboard of directors may create one or more committees and appoint one or moremembers of the board of directors to serve on any such committee.
(b) Unless this Chapterprovides otherwise, the creation of a committee and appointment of members toit must be approved by the greater of:
(1) A majority of allthe directors in office when the action is taken; or
(2) The number ofdirectors required by the articles of incorporation or bylaws to take actionunder G.S. 55‑8‑24.
(b1) The creation andappointment of a committee pursuant to G.S. 55‑7‑44(b)(2) may beapproved in the manner set forth in G.S. 55‑7‑44(b)(2).
(c) G.S. 55‑8‑20through G.S. 55‑8‑24 apply both to committees of the board ofdirectors and to their members.
(d) To the extentspecified by the board of directors or in the articles of incorporation orbylaws, each committee may exercise the authority of the board of directorsunder G.S. 55‑8‑01.
(e) A committee shallnot, however, do any of the following:
(1) Authorize or approvedistributions, except according to a formula or method, or within limits,prescribed by the board of directors.
(2) Approve or proposeto shareholders action that this act requires be approved by shareholders.
(3) Fill vacancies onthe board of directors or on any of its committees.
(4) Amend articles ofincorporation pursuant to G.S. 55‑10‑02.
(5) Adopt, amend, orrepeal bylaws.
(6) Approve a plan ofmerger not requiring shareholder approval.
(f) The creation of,delegation of authority to, or action by a committee does not alone constitutecompliance by a director with the standards of conduct described in G.S. 55‑8‑30.(1955, c. 1371,s. 1; 1969, c. 751, s. 13; 1973, c. 1087, ss. 1, 2; 1989, c. 265, s. 1; 2005‑268,s. 10; 2007‑385, s. 1.)
(a) Unless thisChapter, the articles of incorporation, or the bylaws provide otherwise, aboard of directors may create one or more committees and appoint one or moremembers of the board of directors to serve on any such committee.
(b) Unless this Chapterprovides otherwise, the creation of a committee and appointment of members toit must be approved by the greater of:
(1) A majority of allthe directors in office when the action is taken; or
(2) The number ofdirectors required by the articles of incorporation or bylaws to take actionunder G.S. 55‑8‑24.
(b1) The creation andappointment of a committee pursuant to G.S. 55‑7‑44(b)(2) may beapproved in the manner set forth in G.S. 55‑7‑44(b)(2).
(c) G.S. 55‑8‑20through G.S. 55‑8‑24 apply both to committees of the board ofdirectors and to their members.
(d) To the extentspecified by the board of directors or in the articles of incorporation orbylaws, each committee may exercise the authority of the board of directorsunder G.S. 55‑8‑01.
(e) A committee shallnot, however, do any of the following:
(1) Authorize or approvedistributions, except according to a formula or method, or within limits,prescribed by the board of directors.
(2) Approve or proposeto shareholders action that this act requires be approved by shareholders.
(3) Fill vacancies onthe board of directors or on any of its committees.
(4) Amend articles ofincorporation pursuant to G.S. 55‑10‑02.
(5) Adopt, amend, orrepeal bylaws.
(6) Approve a plan ofmerger not requiring shareholder approval.
(f) The creation of,delegation of authority to, or action by a committee does not alone constitutecompliance by a director with the standards of conduct described in G.S. 55‑8‑30.(1955, c. 1371,s. 1; 1969, c. 751, s. 13; 1973, c. 1087, ss. 1, 2; 1989, c. 265, s. 1; 2005‑268,s. 10; 2007‑385, s. 1.)
