§ 5731. Executive and other committees of the board. (a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The board of directors may, by resolution adopted by a majority of the directors in office, 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 members of any action requiring approval of members 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 a 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. In the absence or disqualification of a member 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 any absent or disqualified member. (b) Term.--Each committee of the board shall serve at the pleasure of the board. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; June 22, 2001, P.L.418, No.34, eff. 60 days) Cross References. Section 5731 is referred to in section 5103 of this title.

§ 5731. Executive and other committees of the board. (a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The board of directors may, by resolution adopted by a majority of the directors in office, 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 members of any action requiring approval of members 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 a 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. In the absence or disqualification of a member 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 any absent or disqualified member. (b) Term.--Each committee of the board shall serve at the pleasure of the board. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; June 22, 2001, P.L.418, No.34, eff. 60 days) Cross References. Section 5731 is referred to in section 5103 of this title.